SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K
                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


    Date of report (Date of earliest event reported): December 3, 2001


                           AIMCO PROPERTIES, L.P.
                           ----------------------
           (Exact name of registrant as specified in its charter)


<TABLE>
<CAPTION>

               Delaware                            1-24497                       84-1275621
-----------------------------------      -----------------------         ------------------

<S>                                     <C>                             <C>
  (State or other jurisdiction of              (Commission                    (IRS Employer
          incorporation or                    File Number)                 Identification No.)
           organization)

----------------------------------------------------------------------------------------------
</TABLE>


         COLORADO CENTER, TOWER TWO, 2000 SOUTH COLORADO BOULEVARD,
                    SUITE 2-1000, DENVER, CO 80222-4348
   ----------------------------------------------------------------------

            (Address of principal executive offices) (Zip Code)

-------------------------------------------------------------------------------
Registrant's telephone number, including area code:           (303) 757-8101



                               NOT APPLICABLE
-------------------------------------------------------------------------------
       (Former name or former address, if changed since last report)





ITEM 5.  OTHER EVENTS.

         On December 3, 2001, Apartment Investment and Management Company
("AIMCO"), Casden Properties Inc. ("Casden") and XYZ Holdings LLC entered
into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to
which AIMCO will acquire Casden in a merger (the "Merger"). AIMCO, Casden
and certain related parties have entered into a series of related
transactions described in the Merger Agreement and the other agreements
attached hereto as exhibits.

         The Merger Agreement and related agreements filed with this
Current Report on Form 8-K as Exhibits 2.1, 10.1, 10.2 and 10.3,
respectively, are incorporated by reference into this Item 5.

         On December 4, 2001, AIMCO issued a press release relating to the
Merger and the related transactions, which is also filed with this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated by reference into
this Item 5.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)                        Exhibits

                  The following exhibits are filed with this report:

                  2.1      Agreement and Plan of Merger, dated as of
                           December 3, 2001, by and among Apartment
                           Investment and Management Company, a Maryland
                           corporation, Casden Properties Inc., a Maryland
                           corporation, and XYZ Holdings LLC, a Delaware
                           limited liability company (Incorporated herein
                           by reference to Exhibit 2.1 to the Current
                           Report on Form 8-K filed by Apartment Investment
                           Management Company, dated December 6, 2001).

                  10.1     Consent and Voting Agreement, dated December 3,
                           2001, by and among Apartment Investment and
                           Management Company, a Maryland corporation, and
                           certain stockholders of Casden Properties Inc.,
                           a Maryland corporation, and Casden Park La Brea
                           Inc., a Maryland corporation, set forth on the
                           signature pages thereto (Incorporated herein by
                           reference to Exhibit 10.1 to the Current Report
                           on Form 8-K filed by Apartment Investment
                           Management Company, dated December 6, 2001).

                  10.2     Master Indemnification Agreement, dated December
                           3, 2001, by and among Apartment Investment and
                           Management Company, a Maryland corporation, and
                           AIMCO Properties, L.P., a Delaware limited
                           partnership, and XYZ Holdings LLC, a Delaware
                           limited liability company, and the other parties
                           signatory thereto (Incorporated herein by
                           reference to Exhibit 10.2 to the Current Report
                           on Form 8-K filed by Apartment Investment
                           Management Company, dated December 6, 2001).

                  10.3     Tax Indemnification and Contest Agreement, dated
                           December 3, 2001, by and among Apartment
                           Investment and Management Company, a Maryland
                           corporation, and National Partnership
                           Investments Corp., a California corporation, and
                           XYZ Holdings LLC, a Delaware limited liability
                           company, and the other parties signatory thereto
                           (Incorporated herein by reference to Exhibit
                           10.3 to the Current Report on Form 8-K filed by
                           Apartment Investment Management Company, dated
                           December 6, 2001).

                  99.1     Press Release of Apartment Investment and
                           Management Company dated December 4, 2001
                           (Incorporated herein by reference to Exhibit
                           99.1 to the Current Report on Form 8-K filed by
                           Apartment Investment Management Company, dated
                           December 6, 2001).




                                 SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                   AIMCO PROPERTIES, L.P.


Date:   December 6, 2001           By:  AIMCO-GP, Inc, its General Partner

                                         /s/ PAUL J. McAULIFFE
                                         --------------------------------------
                                         Paul J. McAuliffe
                                         Executive Vice President,
                                         Chief Financial Officer
                                         (duly authorized officer and principal
                                         financial officer)

                                   By:  /s/ THOMAS C. NOVOSEL
                                        ---------------------------------------
                                         Thomas C. Novosel
                                         Senior Vice President, Chief
                                         Accounting Officer





                EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

Exhibit No.                Description
-----------                -----------

2.1                        Agreement and Plan of Merger, dated as of
                           December 3, 2001, by and among Apartment
                           Investment and Management Company, a Maryland
                           corporation, Casden Properties Inc., a Maryland
                           corporation, and XYZ Holdings LLC, a Delaware
                           limited liability company (Incorporated herein
                           by reference to Exhibit 2.1 to the Current
                           Report on Form 8-K filed by Apartment Investment
                           Management Company, dated December 6, 2001).

10.1                       Consent and Voting Agreement, dated December 3,
                           2001, by and among Apartment Investment and
                           Management Company, a Maryland corporation, and
                           certain stockholders of Casden Properties Inc.,
                           a Maryland corporation, and Casden Park La Brea
                           Inc., a Maryland corporation, set forth on the
                           signature pages thereto (Incorporated herein by
                           reference to Exhibit 10.1 to the Current Report
                           on Form 8-K filed by Apartment Investment
                           Management Company, dated December 6, 2001).

10.2                       Master Indemnification Agreement, dated December
                           3, 2001, by and among Apartment Investment and
                           Management Company, a Maryland corporation, and
                           AIMCO Properties, L.P., a Delaware limited
                           partnership, and XYZ Holdings LLC, a Delaware
                           limited liability company, and the other parties
                           signatory thereto (Incorporated herein by
                           reference to Exhibit 10.2 to the Current Report
                           on Form 8-K filed by Apartment Investment
                           Management Company, dated December 6, 2001).

10.3                       Tax Indemnification and Contest Agreement, dated
                           December 3, 2001, by and among Apartment
                           Investment and Management Company, a Maryland
                           corporation, and National Partnership
                           Investments Corp., a California corporation, and
                           XYZ Holdings LLC, a Delaware limited liability
                           company, and the other parties signatory thereto
                           (Incorporated herein by reference to Exhibit
                           10.3 to the Current Report on Form 8-K filed by
                           Apartment Investment Management Company, dated
                           December 6, 2001).

99.1                       Press Release of Apartment Investment and
                           Management Company dated December 4, 2001
                           (Incorporated herein by reference to Exhibit
                           99.1 to the Current Report on Form 8-K filed by
                           Apartment Investment Management Company, dated
                           December 6, 2001).
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{"company-data": {"conformed-name": "AIMCO PROPERTIES LP", "cik": "0000926660", "assigned-sic": "6513", "irs-number": "841275621", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24497", "film-number": "1807748"}, "business-address": {"street1": "2000 SOUTH COLORADO BLVD.", "street2": "SUITE 2-1000", "city": "DENVER", "state": "CO", "zip": "80222-8101", "phone": "3037578101"}}
SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K
                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

    Date of report (Date of earliest event reported): December 3, 2001

                           AIMCO PROPERTIES, L.P.
                           ----------------------
           (Exact name of registrant as specified in its charter)
Delaware                            1-24497                       84-1275621
-----------------------------------      -----------------------         ------------------
(State or other jurisdiction of              (Commission                    (IRS Employer
          incorporation or                    File Number)                 Identification No.)
           organization)

----------------------------------------------------------------------------------------------
COLORADO CENTER, TOWER TWO, 2000 SOUTH COLORADO BOULEVARD,
                    SUITE 2-1000, DENVER, CO 80222-4348
   ----------------------------------------------------------------------

            (Address of principal executive offices) (Zip Code)

-------------------------------------------------------------------------------
Registrant's telephone number, including area code:           (303) 757-8101

                               NOT APPLICABLE
-------------------------------------------------------------------------------
       (Former name or former address, if changed since last report)

ITEM 5.  OTHER EVENTS.

         On December 3, 2001, Apartment Investment and Management Company
("AIMCO"), Casden Properties Inc. ("Casden") and XYZ Holdings LLC entered
into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to
which AIMCO will acquire Casden in a merger (the "Merger"). AIMCO, Casden
and certain related parties have entered into a series of related
transactions described in the Merger Agreement and the other agreements
attached hereto as exhibits.

         The Merger Agreement and related agreements filed with this
Current Report on Form 8-K as Exhibits 2.1, 10.1, 10.2 and 10.3,
respectively, are incorporated by reference into this Item 5.

         On December 4, 2001, AIMCO issued a press release relating to the
Merger and the related transactions, which is also filed with this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated by reference into
this Item 5.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)                        Exhibits

                  The following exhibits are filed with this report:

                  2.1      Agreement and Plan of Merger, dated as of
                           December 3, 2001, by and among Apartment
                           Investment and Management Company, a Maryland
                           corporation, Casden Properties Inc., a Maryland
                           corporation, and XYZ Holdings LLC, a Delaware
                           limited liability company (Incorporated herein
                           by reference to Exhibit 2.1 to the Current
                           Report on Form 8-K filed by Apartment Investment
                           Management Company, dated December 6, 2001).

                  10.1     Consent and Voting Agreement, dated December 3,
                           2001, by and among Apartment Investment and
                           Management Company, a Maryland corporation, and
                           certain stockholders of Casden Properties Inc.,
                           a Maryland corporation, and Casden Park La Brea
                           Inc., a Maryland corporation, set forth on the
                           signature pages thereto (Incorporated herein by
                           reference to Exhibit 10.1 to the Current Report
                           on Form 8-K filed by Apartment Investment
                           Management Company, dated December 6, 2001).

                  10.2     Master Indemnification Agreement, dated December
                           3, 2001, by and among Apartment Investment and
                           Management Company, a Maryland corporation, and
                           AIMCO Properties, L.P., a Delaware limited
                           partnership, and XYZ Holdings LLC, a Delaware
                           limited liability company, and the other parties
                           signatory thereto (Incorporated herein by
                           reference to Exhibit 10.2 to the Current Report
                           on Form 8-K filed by Apartment Investment
                           Management Company, dated December 6, 2001).

                  10.3     Tax Indemnification and Contest Agreement, dated
                           December 3, 2001, by and among Apartment
                           Investment and Management Company, a Maryland
                           corporation, and National Partnership
                           Investments Corp., a California corporation, and
                           XYZ Holdings LLC, a Delaware limited liability
                           company, and the other parties signatory thereto
                           (Incorporated herein by reference to Exhibit
                           10.3 to the Current Report on Form 8-K filed by
                           Apartment Investment Management Company, dated
                           December 6, 2001).

                  99.1     Press Release of Apartment Investment and
                           Management Company dated December 4, 2001
                           (Incorporated herein by reference to Exhibit
                           99.1 to the Current Report on Form 8-K filed by
                           Apartment Investment Management Company, dated
                           December 6, 2001).

                                 SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                   AIMCO PROPERTIES, L.P.

Date:   December 6, 2001           By:  AIMCO-GP, Inc, its General Partner

                                         /s/ PAUL J. McAULIFFE
                                         --------------------------------------
                                         Paul J. McAuliffe
                                         Executive Vice President,
                                         Chief Financial Officer
                                         (duly authorized officer and principal
                                         financial officer)

                                   By:  /s/ THOMAS C. NOVOSEL
                                        ---------------------------------------
                                         Thomas C. Novosel
                                         Senior Vice President, Chief
                                         Accounting Officer

                EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

Exhibit No.                Description
-----------                -----------

2.1                        Agreement and Plan of Merger, dated as of
                           December 3, 2001, by and among Apartment
                           Investment and Management Company, a Maryland
                           corporation, Casden Properties Inc., a Maryland
                           corporation, and XYZ Holdings LLC, a Delaware
                           limited liability company (Incorporated herein
                           by reference to Exhibit 2.1 to the Current
                           Report on Form 8-K filed by Apartment Investment
                           Management Company, dated December 6, 2001).

10.1                       Consent and Voting Agreement, dated December 3,
                           2001, by and among Apartment Investment and
                           Management Company, a Maryland corporation, and
                           certain stockholders of Casden Properties Inc.,
                           a Maryland corporation, and Casden Park La Brea
                           Inc., a Maryland corporation, set forth on the
                           signature pages thereto (Incorporated herein by
                           reference to Exhibit 10.1 to the Current Report
                           on Form 8-K filed by Apartment Investment
                           Management Company, dated December 6, 2001).

10.2                       Master Indemnification Agreement, dated December
                           3, 2001, by and among Apartment Investment and
                           Management Company, a Maryland corporation, and
                           AIMCO Properties, L.P., a Delaware limited
                           partnership, and XYZ Holdings LLC, a Delaware
                           limited liability company, and the other parties
                           signatory thereto (Incorporated herein by
                           reference to Exhibit 10.2 to the Current Report
                           on Form 8-K filed by Apartment Investment
                           Management Company, dated December 6, 2001).

10.3                       Tax Indemnification and Contest Agreement, dated
                           December 3, 2001, by and among Apartment
                           Investment and Management Company, a Maryland
                           corporation, and National Partnership
                           Investments Corp., a California corporation, and
                           XYZ Holdings LLC, a Delaware limited liability
                           company, and the other parties signatory thereto
                           (Incorporated herein by reference to Exhibit
                           10.3 to the Current Report on Form 8-K filed by
                           Apartment Investment Management Company, dated
                           December 6, 2001).

99.1                       Press Release of Apartment Investment and
                           Management Company dated December 4, 2001
                           (Incorporated herein by reference to Exhibit
                           99.1 to the Current Report on Form 8-K filed by
                           Apartment Investment Management Company, dated
                           December 6, 2001).