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<P><FONT SIZE="-1"></FONT><FONT FACE="Arial" SIZE="-1"><CENTER><STRONG>As filed with the Securities and Exchange Commission on May 26, 2005.</CENTER>
</STRONG></FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><STRONG>								Registration No. 333-</STRONG></FONT></P>

<P><FONT FACE="Arial" SIZE="-1">	</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1"><CENTER>SECURITIES AND EXCHANGE COMMISSION</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><CENTER>Washington, D.C.  20549</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><CENTER>____________</CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="+1"><STRONG><CENTER>Form S-8</STRONG></CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><CENTER>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><CENTER>____________</CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="+2"><STRONG></STRONG></FONT><FONT FACE="Arial" SIZE="+2"><STRONG><CENTER>ASSOCIATED ESTATES REALTY CORPORATION</STRONG></FONT><FONT FACE="Arial" SIZE="-1"></CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-2"><CENTER>(Exact name of registrant as specified in its charter)</FONT><FONT FACE="Arial" SIZE="-1"></CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<CENTER>
<TABLE ALIGN="CENTER" WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1"><U><CENTER>Ohio</CENTER>
	</U></FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1"><U><CENTER>34-1747603</CENTER>
	</U></FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1"><CENTER>(State or other jurisdiction of incorporation or organization)</CENTER>
</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1"><CENTER>(I.R.S. Employer Identification No.)</CENTER>
</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1"></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD></FONT><FONT FACE="Arial" SIZE="-1"></FONT><FONT FACE="Arial" SIZE="-1"></FONT><FONT FACE="Arial" SIZE="-1"></FONT><FONT FACE="Arial" SIZE="-1"><U><CENTER>5025 Swetland Court, Richmond Hts., Ohio</CENTER>
	</U></FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1"><U><CENTER>44143-1467</CENTER>
	</U></FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1"><CENTER>(Address of principal executive offices)</CENTER>
</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1"><CENTER>(Zip Code)</CENTER>
</FONT></TD></TR></TABLE>
</CENTER>

<P><FONT FACE="Arial" SIZE="-1"><CENTER>____________</CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1"><CENTER>ASSOCIATED ESTATES REALTY CORPORATION</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><CENTER>AMENDED AND RESTATED 2001 EQUITY-BASED AWARD PLAN</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><CENTER>(Full title of the plan)</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><CENTER>____________</CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1"><CENTER>JEFFREY I. FRIEDMAN, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><CENTER>Associated Estates Realty Corporation</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><CENTER>5025 Swetland Court</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><CENTER>Richmond Heights, Ohio 44143-1467</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><CENTER>(Name and address of agent for service) </CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1"><CENTER>(216) 261-5000</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><CENTER> Telephone number, including area code, of agent for service</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><CENTER>____________</CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1"><CENTER>CALCULATION OF REGISTRATION FEE</CENTER>
</FONT></P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1"></FONT><FONT FACE="Arial" SIZE="-1"></FONT><FONT FACE="Arial" SIZE="-2"><CENTER>Title of</CENTER>
</FONT>

<P><FONT FACE="Arial" SIZE="-2"><CENTER>securities to</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-2"><CENTER>be registered</CENTER>
</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2"><CENTER>Amount</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-2"><CENTER>to be</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-2"><CENTER>registered</CENTER>
</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2"><CENTER>Proposed maximum</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-2"><CENTER>offering</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-2"><CENTER>price per unit <SUP>(1)</SUP></CENTER>
</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2"><CENTER>Proposed maximum</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-2"><CENTER>aggregate</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-2"><CENTER>offering price</CENTER>
</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2"></FONT></P>
<BR WP="BR1"><BR WP="BR2"><CENTER>Amount of</CENTER>


<P><FONT FACE="Arial" SIZE="-2"><CENTER>registration fee<SUP> (1)</SUP></CENTER>
</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-2"></TD>
<TD></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2"><CENTER>Common Shares,</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-2"><CENTER>without par</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-2"><CENTER>value</CENTER>
</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2"></FONT></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2"><CENTER>2,250,000 Shares</CENTER>
</TD>
<TD><FONT FACE="Arial" SIZE="-2"></FONT>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2"><CENTER>$9.53</CENTER>
</TD>
<TD><FONT FACE="Arial" SIZE="-2"></FONT>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2"><CENTER>$21,442,500</CENTER>
</TD>
<TD><FONT FACE="Arial" SIZE="-2"></FONT>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2"><CENTER>$2,523.78</CENTER>
</TD></TR></TABLE>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-2">(1)	The registration fee has been calculated pursuant to Rule 457(c) and (h) based on the average of the high and low</FONT></P>

<P><FONT FACE="Arial" SIZE="-2">	 sale prices on May 23, 2005 of the Registrant's Common Shares as reported on the New York Stock Exchange.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-2">	</FONT></P>

<P><FONT SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-1"><STRONG><CENTER>PART II</CENTER>
</STRONG></FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><STRONG><CENTER>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</CENTER>
</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1"><STRONG>Item 3. Incorporation of Documents by Reference.</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">	The documents listed in (a) through (c) below are incorporated by reference in this 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, as amended ("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 this Registration Statement and to be a part hereof from the date
of the filing of such documents.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">	(a)	The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004;</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">	(b)	The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2005; and</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">	(c)	The description of the Company's Common Shares contained in the Company's
Registration Statement on Form 8-A dated October 14, 1993.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1"><STRONG>Item 5.	Interests of Named Experts and Counsel.</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">	The legality of the Common Shares offered hereby has been passed upon for the Company by
Baker &nbsp;&amp; Hostetler LLP, Cleveland, Ohio.  Albert T. Adams, a director of the Company, is a partner of Baker
&amp; Hostetler LLP.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1"><STRONG>Item 6. Indemnification of Directors and Officers.</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">	The Ohio Revised Code ("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 or she was a party to by reason of the fact that he or she
is or was a director or officer of the corporation.  Unless the only liability asserted against a director is for
certain unlawful distributions, the indemnification provisions of the Ohio Code provide for the advancement
of expenses incurred in connection with the defense of any action, suit or proceeding that he or she was a
party to by reason of the fact that he or she is or was a director of the Corporation upon the receipt of an
undertaking to reasonably cooperate with the corporation concerning the action, suit or proceeding and to
repay such amount if it is proved that his or her action or failure to act was with deliberate intent to cause
injury to the corporation or with reckless disregard for the best interests 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 his 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.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">	The Registrant's Code of Regulations provides for the indemnification of directors and officers of
Registrant to the maximum extent permitted by Ohio law as authorized by the Board of Directors of the
Registrant ("Board").  The Board may authorize the advancement of expenses incurred in connection with
the defense of any action, suit or pro-ceeding that a director or officer was a party to by reason of the fact
that he or she 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.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">	The Registrant maintains a directors' and officers' insurance policy which insures the officers and
directors of the Registrant against any claim arising out of an alleged wrongful act by such persons in their
respective capacities as officers and directors of the Registrant.</FONT></P>

<P><FONT FACE="Arial" SIZE="-1">	</FONT></P>

<P><FONT FACE="Arial" SIZE="-1">	The Registrant has entered into indemnification agreements with its officers and directors which
provide for indemnification to the fullest extent permitted under Ohio law.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1"><STRONG>Item 8.	Exhibits.</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD ALIGN="RIGHT">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Arial" SIZE="-1"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2"><U><CENTER>Exhibit No.</CENTER>
	</U></FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2"></FONT>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Arial" SIZE="-2"><U><CENTER>Exhibit Description</CENTER>
	</U></FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT FACE="Arial" SIZE="-2"></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2">3.2</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Second Amended and Restated Articles of Incorporation of Associated Estates Realty Corporation, as
amended</FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT FACE="Arial" SIZE="-2"></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2">3.3</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Code of Regulations of Associated Estates Realty Corporation, as amended</FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT FACE="Arial" SIZE="-2"></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2">5.01</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Opinion of Baker &amp; Hostetler LLP as to legality of the Common Shares being registered</FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT FACE="Arial" SIZE="-2"></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2">23.01</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Consent of PriceWaterhouseCoopers lLP</FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT FACE="Arial" SIZE="-2"></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2">23.02</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Consent of Baker &amp; Hostetler LLP (included in Exhibit 5.01 hereto)</FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT FACE="Arial" SIZE="-2"></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2">24.01</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Powers of Attorney (included at Part II, page 5)</FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT FACE="Arial" SIZE="-2"></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2">99.01</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Amended and Restated Associated Estates Realty Corporation 2001 Equity-Based Award Plan </FONT></TD></TR></TABLE>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1"></FONT><FONT FACE="Arial" SIZE="-1"><STRONG></STRONG></FONT><FONT FACE="Arial" SIZE="-1"><STRONG>Item 9. Undertakings</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">	The undersigned Registrant hereby undertakes:</FONT></P>

<P><FONT FACE="Arial" SIZE="-1">	</FONT></P>

<P><FONT FACE="Arial" SIZE="-1">	(1)	To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">		(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933 ("Securities Act").</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">		(ii)	To reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.  Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">		(iii)	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.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">			Provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">	(2)	That, for the purpose of determining any liability under the Securities 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.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">	(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.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">	The undersigned Registrant further undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or 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.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, described under Item
6 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 Securities 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 Securities Act
and will be governed by the final adjudication of such issue.</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><CENTER><STRONG>Signatures</STRONG></CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-1"><STRONG>The Registrant</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">	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 Cleveland, State of Ohio, on this 26th day of May, 2005.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1"><STRONG>				ASSOCIATED ESTATES REALTY CORPORATION</STRONG></FONT></P>

<P><FONT FACE="Arial" SIZE="-1">				(Registrant)</FONT></P>

<P><FONT FACE="Arial" SIZE="-1">												</FONT></P>

<P><FONT FACE="Arial" SIZE="-1">				By <U>/s/ Jeffrey I. Friedman	</U></FONT></P>

<P><FONT FACE="Arial" SIZE="-1">				     Jeffrey I. Friedman, Chairman of the Board and Chief Executive Officer</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1"><CENTER><STRONG>POWER OF ATTORNEY</STRONG></CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1">	KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Jeffrey I. Friedman, 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- and post-effective amendments to this
Registration Statement, and to file the same, with all exhibits hereto, and other documents in connection
herewith, 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 or
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.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1"><STRONG>Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities on this 26th day of May, 2005.</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Arial" SIZE="-1"><U></U></FONT>/s/ Jeffrey I. Friedman

<P><FONT FACE="Arial" SIZE="-1">Jeffrey I. Friedman</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1"></FONT></P>
<BR WP="BR1"><BR WP="BR2">Chairman of the Board, Chief Executive Officer and

<P><FONT FACE="Arial" SIZE="-1">Director (Principal Executive Officer)</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1"></P>
<BR WP="BR1"><BR WP="BR2"><U></U></FONT>/s/ Lou Fatica

<P><FONT FACE="Arial" SIZE="-1">Lou Fatica</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1"></FONT></P>
<BR WP="BR1"><BR WP="BR2">Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting
Officer</TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1">
<BR WP="BR1"><BR WP="BR2"><U></U></FONT>/s/ Albert T. Adams

<P><FONT FACE="Arial" SIZE="-1">Albert T. Adams</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1"></FONT></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">Director</TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1">
<BR WP="BR1"><BR WP="BR2"><U></U></FONT>/s/ James M. Delaney

<P><FONT FACE="Arial" SIZE="-1">James M. Delaney</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1"></FONT></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">Director<FONT FACE="Arial" SIZE="-1"></FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1">
<BR WP="BR1"><BR WP="BR2"><U></U></FONT>/s/ Michael E. Gibbons

<P><FONT FACE="Arial" SIZE="-1">Michael E. Gibbons</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1"></FONT></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">Director<FONT FACE="Arial" SIZE="-1"></FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1">
<BR WP="BR1"><BR WP="BR2"><U></U></FONT>/s/ Mark L. Milstein

<P><FONT FACE="Arial" SIZE="-1">Mark L. Milstein</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1"></FONT></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">Director<FONT FACE="Arial" SIZE="-1"></FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1">
<BR WP="BR1"><BR WP="BR2"><U></U></FONT>/s/ Frank E. Mosier

<P><FONT FACE="Arial" SIZE="-1">Frank E. Mosier</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1"></FONT></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">Director<FONT FACE="Arial" SIZE="-1"></FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Arial" SIZE="-1">
<BR WP="BR1"><BR WP="BR2"><U></U></FONT>/s/ Richard T. Schwarz

<P><FONT FACE="Arial" SIZE="-1">Richard T. Schwarz</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-1"></FONT></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">Director<FONT FACE="Arial" SIZE="-1"></FONT></TD></TR></TABLE>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-1"><CENTER><STRONG>EXHIBIT INDEX</STRONG></CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD ALIGN="RIGHT">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Arial" SIZE="-1"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2"><U><CENTER>Exhibit No.</CENTER>
	</U></FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2"></FONT>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Arial" SIZE="-2"><U><CENTER>Exhibit Description</CENTER>
	</U></FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2"><CENTER>Filed herewith or</CENTER>
</FONT>

<P><FONT FACE="Arial" SIZE="-2"><CENTER>incorporated herein</CENTER>
</FONT></P>

<P><FONT FACE="Arial" SIZE="-2"><U><CENTER>by reference</CENTER>
	</U></FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT FACE="Arial" SIZE="-2"></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2">3.2</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Second Amended and Restated Articles of Incorporation of Associated Estates
Realty Corporation, as amended</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Exhibit 3.2 to Form 8-K
filed December 8, 2004</FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT FACE="Arial" SIZE="-2"></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2">3.3</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Code of Regulations of Associated Estates Realty Corporation, as amended</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Exhibit 3.2 to Form S-11
filed June 30, 1994 (File
No. 33-80950 as
amended)</FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT FACE="Arial" SIZE="-2"></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2">5.01</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Opinion of Baker &amp; Hostetler LLP as to legality of the Common Shares being
registered</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Exhibit 5.01 to Form S-8
filed herewith</FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT FACE="Arial" SIZE="-2"></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2">23.01</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Consent of PriceWaterhouseCoopers lLP</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Exhibit 23.01 to Form S-8 filed herewith</FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT FACE="Arial" SIZE="-2"></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2">23.02</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Consent of Baker &amp; Hostetler LLP (included in Exhibit 5.01 hereto)</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Exhibit 23.02 to Form S-8 filed herewith</FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT FACE="Arial" SIZE="-2"></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2">24.01</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Powers of Attorney (included at Part II, page 5)</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2"></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2"></FONT><FONT FACE="Arial" SIZE="-2">99.01</FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Amended and Restated Associated Estates Realty Corporation 2001 Equity-Based Award Plan </FONT></TD>
<TD><FONT FACE="Arial" SIZE="-2">Appendix 1 to Definitive
Proxy Statement filed
March 28, 2005</FONT></TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Arial" SIZE="-2"> </FONT></P>

</BODY>
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{"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": "333-125264", "film-number": "05859532"}, "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"}}
s805
As filed with the Securities and Exchange Commission on May 26, 2005.
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 incorporation or organization)
(I.R.S. Employer Identification No.)
5025 Swetland Court, Richmond Hts., Ohio
44143-1467
(Address of principal executive offices)
(Zip Code)
____________
ASSOCIATED ESTATES REALTY CORPORATION
AMENDED AND RESTATED 2001 EQUITY-BASED AWARD PLAN
(Full title of the plan)
____________
JEFFREY I. FRIEDMAN, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
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
Title of
securities to
be registered
Amount
to be
registered
Proposed maximum
offering
price per unit
(1)
Proposed maximum
aggregate
offering price
Amount of
registration fee
(1)
Common Shares,
without par
value
2,250,000 Shares
$9.53
$21,442,500
$2,523.78
(1)	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 23, 2005 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 this 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, as amended ("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 this Registration Statement and to be a part hereof from the date
of the filing of such documents.
(a)	The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004;
(b)	The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2005; 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 5.	Interests of Named Experts and Counsel.
The legality of the Common Shares offered hereby has been passed upon for the Company by
Baker  & Hostetler LLP, Cleveland, Ohio.  Albert T. Adams, a director of the Company, is a partner of Baker
& Hostetler LLP.
Item 6. Indemnification of Directors and Officers.
The Ohio Revised Code ("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 or she was a party to by reason of the fact that he or she
is or was a director or officer of the corporation.  Unless the only liability asserted against a director is for
certain unlawful distributions, the indemnification provisions of the Ohio Code provide for the advancement
of expenses incurred in connection with the defense of any action, suit or proceeding that he or she was a
party to by reason of the fact that he or she is or was a director of the Corporation upon the receipt of an
undertaking to reasonably cooperate with the corporation concerning the action, suit or proceeding and to
repay such amount if it is proved that his or her action or failure to act was with deliberate intent to cause
injury to the corporation or with reckless disregard for the best interests 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 his 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
Registrant to the maximum extent permitted by Ohio law as authorized by the Board of Directors of the
Registrant ("Board").  The Board may authorize the advancement of expenses incurred in connection with
the defense of any action, suit or pro-ceeding that a director or officer was a party to by reason of the fact
that he or she 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 officers and
directors of the Registrant against any claim arising out of an alleged wrongful act by such persons in their
respective capacities as officers and directors of the Registrant.
The Registrant has entered into indemnification agreements with its officers and directors which
provide for indemnification to the fullest extent permitted under Ohio law.
Item 8.	Exhibits.
Exhibit No.
Exhibit Description
3.2
Second Amended and Restated Articles of Incorporation of Associated Estates Realty Corporation, as
amended
3.3
Code of Regulations of Associated Estates Realty Corporation, as amended
5.01
Opinion of Baker & Hostetler LLP as to legality of the Common Shares being registered
23.01
Consent of PriceWaterhouseCoopers lLP
23.02
Consent of Baker & Hostetler LLP (included in Exhibit 5.01 hereto)
24.01
Powers of Attorney (included at Part II, page 5)
99.01
Amended and Restated Associated Estates Realty Corporation 2001 Equity-Based Award Plan
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:
(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933 ("Securities Act").
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.  Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.
(iii)	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.
Provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2)	That, for the purpose of determining any liability under the Securities 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.
(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 Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or 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 Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, described under Item
6 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 Securities 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 Securities Act
and will be governed by the final adjudication of such issue.
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 Cleveland, State of Ohio, on this 26th day of May, 2005.
ASSOCIATED ESTATES REALTY CORPORATION
(Registrant)
By
/s/ Jeffrey I. Friedman
Jeffrey I. Friedman, Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Jeffrey I. Friedman, 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- and post-effective amendments to this
Registration Statement, and to file the same, with all exhibits hereto, and other documents in connection
herewith, 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 or
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 below by the following persons in the capacities on this 26th day of May, 2005.
/s/ Jeffrey I. Friedman
Jeffrey I. Friedman
Chairman of the Board, Chief Executive Officer and
Director (Principal Executive Officer)
/s/ Lou Fatica
Lou Fatica
Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting
Officer
/s/ Albert T. Adams
Albert T. Adams
Director
/s/ James M. Delaney
James M. Delaney
Director
/s/ Michael E. Gibbons
Michael E. Gibbons
Director
/s/ Mark L. Milstein
Mark L. Milstein
Director
/s/ Frank E. Mosier
Frank E. Mosier
Director
/s/ Richard T. Schwarz
Richard T. Schwarz
Director
EXHIBIT INDEX
Exhibit No.
Exhibit Description
Filed herewith or
incorporated herein
by reference
3.2
Second Amended and Restated Articles of Incorporation of Associated Estates
Realty Corporation, as amended
Exhibit 3.2 to Form 8-K
filed December 8, 2004
3.3
Code of Regulations of Associated Estates Realty Corporation, as amended
Exhibit 3.2 to Form S-11
filed June 30, 1994 (File
No. 33-80950 as
amended)
5.01
Opinion of Baker & Hostetler LLP as to legality of the Common Shares being
registered
Exhibit 5.01 to Form S-8
filed herewith
23.01
Consent of PriceWaterhouseCoopers lLP
Exhibit 23.01 to Form S-8 filed herewith
23.02
Consent of Baker & Hostetler LLP (included in Exhibit 5.01 hereto)
Exhibit 23.02 to Form S-8 filed herewith
24.01
Powers of Attorney (included at Part II, page 5)
99.01
Amended and Restated Associated Estates Realty Corporation 2001 Equity-Based Award Plan
Appendix 1 to Definitive
Proxy Statement filed
March 28, 2005