<PAGE>

As filed with the Securities and Exchange Commission on October 18, 1996
Registration No. 333-________

------------------------------------------------------------------------------
------------------------------------------------------------------------------

                        SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                           -----------------------------

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

                     APARTMENT INVESTMENT AND MANAGEMENT COMPANY
                 (Exact name of registrant as specified in its charter)

         MARYLAND                                        84-1259577
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)


                         1873 SOUTH BELLAIRE STREET, 17TH FLOOR
                                DENVER, COLORADO  80222
                      (Address of principal executive offices)(Zip code)


                      APARTMENT INVESTMENT AND MANAGEMENT COMPANY
                       NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
                               (Full title of the plan)


                                   TERRY CONSIDINE
                         CHAIRMAN OF THE BOARD OF DIRECTORS
                        1873 SOUTH BELLAIRE STREET, 17TH FLOOR
                                DENVER, COLORADO  80222
                       (Name and address of agent for service)

                                  (303) 757-8101
             (Telephone number, including area code, of agent for service)


                          CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                        Proposed Maxi-        Proposed Maxi-
Title of Securities     Amount to  be   mum Offering          mum Aggregate      Amount of Reg-
to be Registered        Registered (1)  Price Per Share(2)    Offering Price(2)  istration Fee(2)
<S>                    <C>             <C>                   <C>                 <C>
Class A Common Stock,
par value $.01 per
share                      500,000          $21.50             $10,750,000.00        $3258.00

</TABLE>

(1) This Registration Statement also covers such additional number of shares 
    of Class A Common Stock as may become issuable pursuant to the antidilution
    adjustment provisions of the Apartment Investment and Management Company 
    Non-Qualified Employee Stock Option Plan.

(2) Estimated solely for the purpose of calculating the registration fee in 
    accordance with Rule 457 of the rules and regulations under the Securities 
    Act of 1933, as amended (the "Securities Act"), based on the average of the 
    high and low sale prices for a share of Class A Common Stock on the New York
    Stock Exchange on October 16, 1996.


<PAGE>


                                PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document(s) containing the information specified in Part I of 
Form S-8 have been or will be sent or given to employees as specified by 
Rule 428(b)(1) under the Securities Act.

                                PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents filed with the Securities and Exchange 
Commission (the "Commission") by the registrant, Apartment Investment and 
Management Company, a Maryland corporation (the "Company"), pursuant to the 
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No. 
1-13232), are incorporated herein by reference:

     (i)  Annual Report on Form 10-K for the year ended December
          31, 1995;

    (ii)  Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 1996 and June 30, 1996 (and all amendments
          thereto); 

   (iii)  Current Reports on Form 8-K dated December 29, 1995, (and
          Amendment No. 1 thereto), and January 1, 1996; and

    (iv)  the description of the Class A Common Stock which is
          contained in a Registration Statement on Form 8-A filed
          July 19, 1994, including any amendment or report filed
          for the purpose of updating such description.

          All documents subsequently filed by the Company pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing 
of a post-effective amendment which indicates that all securities offered 
have been sold or which deregisters all securities then remaining unsold, 
shall be deemed to be incorporated by reference herein and to be a part 
hereof from the date of filing of such documents.

          Any statement contained herein or in a document incorporated or 
deemed to be incorporated by reference herein shall be deemed to be modified 
or superseded for purposes of this Registration Statement to the extent that 
a statement contained herein or in any other subsequently filed document that 
is or is deemed to be incorporated by reference herein modifies or supersedes 
such previous statement.  Any statement so modified or superseded shall not 
be deemed to constitute a part of this Registration Statement, except as so 
modified or superseded.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable.


                                       1
<PAGE>

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Company's Charter limits the liability of the Company's 
directors and officers to the Company and its stockholders to the fullest 
extent permitted from time to time by Maryland law.  Maryland law presently 
permits the liability of directors and officers to a corporation or its 
stockholders for money damages to be limited, except (i) to the extent that 
it is proved that the director or officer actually received an improper 
benefit or profit in money, property or services for the amount of the 
benefit or profit in money, property or services actually received, or (ii) 
if a judgment or other final adjudication is entered in a proceeding based on 
a finding that the director's or officer's action, or failure to act, was the 
result of active and deliberate dishonesty and was material to the cause of 
action adjudicated in the proceeding.  This provision does not limit the 
ability of the Company or its stockholders to obtain other relief, such as an 
injunction or rescission.

          The Company's Charter and Bylaws require the Company to indemnify 
its directors, officers and certain other parties to the fullest extent 
permitted from time to time by Maryland law.  The Maryland General 
Corporation Law (the "MGCL") permits a corporation to indemnify its 
directors, officers and certain other parties against judgments, penalties, 
fines, settlements and reasonable expenses actually incurred by them in 
connection with any proceeding to which they may be made a party by reason of 
their service to or at the request of the corporation, unless it is 
established that (i) the act or omission of the indemnified party was 
material to the matter giving rise to the proceeding and (x) was committed in 
bad faith or (y) was the result of active and deliberate dishonesty, (ii) the 
indemnified party actually received an improper personal benefit in money, 
property or services or (iii) in the case of any criminal proceeding, the 
indemnified party had reasonable cause to believe that the act or omission 
was unlawful.  Indemnification may be made against judgments, penalties, 
fines, settlements and reasonable expenses actually incurred by the director 
or officer in connection with the proceeding; PROVIDED, HOWEVER, that if the 
proceeding is one by or in the right of the corporation, indemnification may 
not be made with respect to any proceeding in which the director or officer 
has been adjudged to be liable to the corporation.  In addition, a director 
or officer may not be indemnified with respect to any proceeding charging 
improper personal benefit to the director or officer in which the director or 
officer was adjudged to be liable on the basis that personal benefit was 
improperly received.  The termination of any proceeding by conviction, or 
upon a plea of nolo contendere or its equivalent, or an entry of any order of 
probation prior to judgment, creates a rebuttable presumption that the 
director or officer did not meet the requisite standard of conduct required 
for indemnification to be permitted.  It is the position of the Securities 
and Exchange Commission that indemnification of directors and officers for 
liabilities arising under the Securities Act is against public policy and is 
unenforceable pursuant to Section 14 of the Securities Act.

          The Company has entered into agreements with certain of its 
executive officers (Messrs. Considine, Kompaniez, Ira and Lacy, and Ms. 
Morein and Ms. Heath), pursuant to which the Company has agreed to indemnify 
such executive officers to the fullest extent permitted by applicable law.


                                       2
<PAGE>


          The Agreement of Limited Partnership (the "Operating Partnership 
Agreement") of AIMCO Properties, L.P., a Delaware limited partnership (the 
"Operating Partnership"), also provides for indemnification of the Company, 
or any director or officer of the Company, in its capacity as general partner 
of the Partnership, from and against all losses, claims, damages, 
liabilities, joint or several, expenses (including legal fees), fines, 
settlements and other amounts incurred in connection with any actions 
relating to the operations of the Operating Partnership, as set forth in the 
Operating Partnership Agreement.

          Section 2.8 of Apartment Investment and Management Company 
Non-Qualified Employee Stock Option Plan (the "Plan"), Section 2.8 of the 
Apartment Investment and Management Company 1996 Stock Award and Incentive 
Plan (the "1996 Plan"), and Section 6.7 of The 1994 Stock Option Plan of 
Apartment Investment and Management Company and Affiliates (the "1994 Plan") 
specifically provide that to the fullest extent permitted by law, each of 
the members of the Board of Directors of the Company (the "Board"), the 
Compensation Committee of the Board, and each of the directors, officers and 
employees of the Company, any Company subsidiary, the Operating Partnership 
and any subsidiary of the Operating Partnership shall be held harmless and 
indemnified by the Company for any liability, loss (including amounts paid in 
settlement), damages or expenses (including reasonable attorneys' fees) 
suffered by virtue of any determinations, acts or failures to act, or alleged 
acts or failures to act, in connection with the administration of the Plan, 
the 1996 Plan or the 1994 Plan, as the case may be, so long as such person is 
not determined by a final adjudication to be guilty of willful misconduct 
with respect to such determination, action or failure to act.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.


ITEM 8.   EXHIBITS

4.1       Restated Articles of Incorporation
          of the Company (filed as Exhibit 3.1
          to the Company's Annual Report on
          Form 10-K for the year ended Decem-
          ber 31, 1995 and incorporated herein
          by reference).

4.2       Bylaws of the Company (filed as Ex-
          hibit 3.2 to the Company's Annual
          Report on Form 10-K for the year
          ended December 31, 1995 and incor-
          porated herein by reference).

5.1       Opinion of Piper & Marbury L.L.P.
          regarding the legality of the secu-
          rities being registered.

23.1      Consent of Ernst & Young LLP.

23.2      Consent of Independent Public Accountants
          (Arthur Andersen LLP).

23.3      Consent of Piper & Marbury L.L.P.
          (included in their opinion filed as
          Exhibit 5).

25        Power of Attorney (included on the
          signature page of this registration
          statement).


                                       3
<PAGE>


ITEM 9.   REQUIRED UNDERTAKINGS

          (a)  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 regis-
tration statement; 

          (i)  To include any prospectus required by Section
     10(a)(3) of the Securities Act of 1933; 

          (ii)  To reflect in the prospectus any facts or events
     arising after the effective date of the registration state-
     ment (or the most recent post-effective amendment thereof)
     which, individually or in the aggregate, represent a funda-
     mental change in the information set forth in the registra-
     tion 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
     and 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 20 percent change in the
     maximum aggregate offering price set forth in the "Calcula-
     tion of Registration Fee" table in the effective registra-
     tion 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 infor-
     mation in the registration statement;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and 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 regis-
trant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registra-
tion 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 securi-
ties 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. 

          (b)  The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) 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.


                                       4
<PAGE>


          (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, 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 regis-
trant in the successful defense of any action, suit or proceed-
ing) is asserted by such director, officer or controlling person
in connection with the securities being registered, the regis-
trant 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 indemnifica-
tion by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                       5
<PAGE>



                        POWER OF ATTORNEY

          Each person whose signature appears below constitutes and appoints 
Terry Considine and Peter Kompaniez his or her true and lawful 
attorneys-in-fact and agents, each acting alone, with full power of 
substitution and resubstitution, for him or her and in his or her name, place 
and stead, in any and all capacities, to sign any or all amendments 
(including 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, each acting alone, 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 or 
she might or could do in person, hereby ratifying and confirming all that 
said attorneys-in-fact and agents, each acting alone, or his or her 
substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.

                           SIGNATURES

          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 Denver, State of Colorado, on the 
17th of October, 1996.

                              APARTMENT INVESTMENT AND
                              MANAGEMENT COMPANY


                           By:  /s/ Terry Considine
                              ---------------------------
                              Terry Considine
                              Chairman of the Board, President
                              and Chief Executive Officer

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

<TABLE>
<CAPTION>

   Signature                             Title                                      Date
   ---------                             -----                                      -----
<S>                       <C>                                               <C>

  /s/ Terry Considine       Chairman of the Board, President and              October 17, 1996
-------------------------   Chief Executive Officer (Principal Execu-
 Terry Considine            tive Officer)


  /s/ Leeann Morein         Senior Vice President, Chief Financial            October 17, 1996
-------------------------   Officer and Secretary  (Principal Financial
  Leeann Morein             Officer)


  /s/ Patricia K. Heath     Vice President and Chief Accounting               October 17, 1996
------------------------    Officer (Principal Accounting Officer)
    Patricia K. Heath


                                       6
<PAGE>


  /s/ Peter K. Kompaniez     Vice Chairman and Director                       October 17, 1996
-------------------------
    Peter K. Kompaniez

/s/ Richard S. Ellwood
-------------------------    Director                                         October 17, 1996
   Richard S. Ellwood


-------------------------    Director                                         October __, 1996
    J. Landis Martin

  /s/ Thomas L. Rhodes
-------------------------    Director                                         October 17, 1996
   Thomas L. Rhodes

  /s/ John D. Smith
-------------------------    Director                                         October 17, 1996
  John D. Smith

</TABLE>


                                       7

<PAGE>



                            EXHIBIT INDEX

                                                             Sequentially
Exhibit No.        Description of Exhibit                    Numbered Page
-----------        ----------------------                    --------------

4.1                Restated Articles of Incorporation
                   of the Company (filed as Exhibit 3.1
                   to the Company's Annual Report on
                   Form 10-K for the year ended Decem-
                   ber 31, 1995 and incorporated herein
                   by reference).

4.2                Bylaws of the Company (filed as Ex-
                   hibit 3.2 to the Company's Annual
                   Report on Form 10-K for the year
                   ended December 31, 1995 and incor-
                   porated herein by reference).

5.1                Opinion of Piper & Marbury L.L.P.
                   regarding the legality of the secu-
                   rities being registered.

23.1               Consent of Ernst & Young LLP.

23.2               Consent of Independent Public Accountants
                   (Arthur Andersen LLP).

23.3               Consent of Piper & Marbury L.L.P.
                   (included in their opinion filed as
                   Exhibit 5).

25                 Power of Attorney (included on the
                   signature page of this registration
                   statement).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 22113}]
{"company-data": {"conformed-name": "APARTMENT INVESTMENT & MANAGEMENT CO", "cik": "0000922864", "assigned-sic": "6798", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14481", "film-number": "96645534"}, "business-address": {"street1": "1873 S BELLAIRE ST", "street2": "SUITE 1700", "city": "DENVER", "state": "CO", "zip": "80222", "phone": "3037578101"}, "mail-address": {"street1": "1873 SOUTH BELLAIRE ST", "street2": "17TH FL", "city": "DENVER", "state": "CO", "zip": "80222"}}
As filed with the Securities and Exchange Commission on October 18, 1996
Registration No. 333-________

------------------------------------------------------------------------------
------------------------------------------------------------------------------

                        SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                           -----------------------------

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

                     APARTMENT INVESTMENT AND MANAGEMENT COMPANY
                 (Exact name of registrant as specified in its charter)

         MARYLAND                                        84-1259577
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

                         1873 SOUTH BELLAIRE STREET, 17TH FLOOR
                                DENVER, COLORADO  80222
                      (Address of principal executive offices)(Zip code)

                      APARTMENT INVESTMENT AND MANAGEMENT COMPANY
                       NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
                               (Full title of the plan)

                                   TERRY CONSIDINE
                         CHAIRMAN OF THE BOARD OF DIRECTORS
                        1873 SOUTH BELLAIRE STREET, 17TH FLOOR
                                DENVER, COLORADO  80222
                       (Name and address of agent for service)

                                  (303) 757-8101
             (Telephone number, including area code, of agent for service)

                          CALCULATION OF REGISTRATION FEE
Proposed Maxi-        Proposed Maxi-
Title of Securities     Amount to  be   mum Offering          mum Aggregate      Amount of Reg-
to be Registered        Registered (1)  Price Per Share(2)    Offering Price(2)  istration Fee(2)
Class A Common Stock,
par value $.01 per
share                      500,000          $21.50             $10,750,000.00        $3258.00
(1) This Registration Statement also covers such additional number of shares 
    of Class A Common Stock as may become issuable pursuant to the antidilution
    adjustment provisions of the Apartment Investment and Management Company 
    Non-Qualified Employee Stock Option Plan.

(2) Estimated solely for the purpose of calculating the registration fee in 
    accordance with Rule 457 of the rules and regulations under the Securities 
    Act of 1933, as amended (the "Securities Act"), based on the average of the 
    high and low sale prices for a share of Class A Common Stock on the New York
    Stock Exchange on October 16, 1996.
PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document(s) containing the information specified in Part I of 
Form S-8 have been or will be sent or given to employees as specified by 
Rule 428(b)(1) under the Securities Act.

                                PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents filed with the Securities and Exchange 
Commission (the "Commission") by the registrant, Apartment Investment and 
Management Company, a Maryland corporation (the "Company"), pursuant to the 
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No. 
1-13232), are incorporated herein by reference:

     (i)  Annual Report on Form 10-K for the year ended December
          31, 1995;

    (ii)  Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 1996 and June 30, 1996 (and all amendments
          thereto); 

   (iii)  Current Reports on Form 8-K dated December 29, 1995, (and
          Amendment No. 1 thereto), and January 1, 1996; and

    (iv)  the description of the Class A Common Stock which is
          contained in a Registration Statement on Form 8-A filed
          July 19, 1994, including any amendment or report filed
          for the purpose of updating such description.

          All documents subsequently filed by the Company pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing 
of a post-effective amendment which indicates that all securities offered 
have been sold or which deregisters all securities then remaining unsold, 
shall be deemed to be incorporated by reference herein and to be a part 
hereof from the date of filing of such documents.

          Any statement contained herein or in a document incorporated or 
deemed to be incorporated by reference herein shall be deemed to be modified 
or superseded for purposes of this Registration Statement to the extent that 
a statement contained herein or in any other subsequently filed document that 
is or is deemed to be incorporated by reference herein modifies or supersedes 
such previous statement.  Any statement so modified or superseded shall not 
be deemed to constitute a part of this Registration Statement, except as so 
modified or superseded.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable.

                                       1
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Company's Charter limits the liability of the Company's 
directors and officers to the Company and its stockholders to the fullest 
extent permitted from time to time by Maryland law.  Maryland law presently 
permits the liability of directors and officers to a corporation or its 
stockholders for money damages to be limited, except (i) to the extent that 
it is proved that the director or officer actually received an improper 
benefit or profit in money, property or services for the amount of the 
benefit or profit in money, property or services actually received, or (ii) 
if a judgment or other final adjudication is entered in a proceeding based on 
a finding that the director's or officer's action, or failure to act, was the 
result of active and deliberate dishonesty and was material to the cause of 
action adjudicated in the proceeding.  This provision does not limit the 
ability of the Company or its stockholders to obtain other relief, such as an 
injunction or rescission.

          The Company's Charter and Bylaws require the Company to indemnify 
its directors, officers and certain other parties to the fullest extent 
permitted from time to time by Maryland law.  The Maryland General 
Corporation Law (the "MGCL") permits a corporation to indemnify its 
directors, officers and certain other parties against judgments, penalties, 
fines, settlements and reasonable expenses actually incurred by them in 
connection with any proceeding to which they may be made a party by reason of 
their service to or at the request of the corporation, unless it is 
established that (i) the act or omission of the indemnified party was 
material to the matter giving rise to the proceeding and (x) was committed in 
bad faith or (y) was the result of active and deliberate dishonesty, (ii) the 
indemnified party actually received an improper personal benefit in money, 
property or services or (iii) in the case of any criminal proceeding, the 
indemnified party had reasonable cause to believe that the act or omission 
was unlawful.  Indemnification may be made against judgments, penalties, 
fines, settlements and reasonable expenses actually incurred by the director 
or officer in connection with the proceeding; PROVIDED, HOWEVER, that if the 
proceeding is one by or in the right of the corporation, indemnification may 
not be made with respect to any proceeding in which the director or officer 
has been adjudged to be liable to the corporation.  In addition, a director 
or officer may not be indemnified with respect to any proceeding charging 
improper personal benefit to the director or officer in which the director or 
officer was adjudged to be liable on the basis that personal benefit was 
improperly received.  The termination of any proceeding by conviction, or 
upon a plea of nolo contendere or its equivalent, or an entry of any order of 
probation prior to judgment, creates a rebuttable presumption that the 
director or officer did not meet the requisite standard of conduct required 
for indemnification to be permitted.  It is the position of the Securities 
and Exchange Commission that indemnification of directors and officers for 
liabilities arising under the Securities Act is against public policy and is 
unenforceable pursuant to Section 14 of the Securities Act.

          The Company has entered into agreements with certain of its 
executive officers (Messrs. Considine, Kompaniez, Ira and Lacy, and Ms. 
Morein and Ms. Heath), pursuant to which the Company has agreed to indemnify 
such executive officers to the fullest extent permitted by applicable law.

                                       2
The Agreement of Limited Partnership (the "Operating Partnership 
Agreement") of AIMCO Properties, L.P., a Delaware limited partnership (the 
"Operating Partnership"), also provides for indemnification of the Company, 
or any director or officer of the Company, in its capacity as general partner 
of the Partnership, from and against all losses, claims, damages, 
liabilities, joint or several, expenses (including legal fees), fines, 
settlements and other amounts incurred in connection with any actions 
relating to the operations of the Operating Partnership, as set forth in the 
Operating Partnership Agreement.

          Section 2.8 of Apartment Investment and Management Company 
Non-Qualified Employee Stock Option Plan (the "Plan"), Section 2.8 of the 
Apartment Investment and Management Company 1996 Stock Award and Incentive 
Plan (the "1996 Plan"), and Section 6.7 of The 1994 Stock Option Plan of 
Apartment Investment and Management Company and Affiliates (the "1994 Plan") 
specifically provide that to the fullest extent permitted by law, each of 
the members of the Board of Directors of the Company (the "Board"), the 
Compensation Committee of the Board, and each of the directors, officers and 
employees of the Company, any Company subsidiary, the Operating Partnership 
and any subsidiary of the Operating Partnership shall be held harmless and 
indemnified by the Company for any liability, loss (including amounts paid in 
settlement), damages or expenses (including reasonable attorneys' fees) 
suffered by virtue of any determinations, acts or failures to act, or alleged 
acts or failures to act, in connection with the administration of the Plan, 
the 1996 Plan or the 1994 Plan, as the case may be, so long as such person is 
not determined by a final adjudication to be guilty of willful misconduct 
with respect to such determination, action or failure to act.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

4.1       Restated Articles of Incorporation
          of the Company (filed as Exhibit 3.1
          to the Company's Annual Report on
          Form 10-K for the year ended Decem-
          ber 31, 1995 and incorporated herein
          by reference).

4.2       Bylaws of the Company (filed as Ex-
          hibit 3.2 to the Company's Annual
          Report on Form 10-K for the year
          ended December 31, 1995 and incor-
          porated herein by reference).

5.1       Opinion of Piper & Marbury L.L.P.
          regarding the legality of the secu-
          rities being registered.

23.1      Consent of Ernst & Young LLP.

23.2      Consent of Independent Public Accountants
          (Arthur Andersen LLP).

23.3      Consent of Piper & Marbury L.L.P.
          (included in their opinion filed as
          Exhibit 5).

25        Power of Attorney (included on the
          signature page of this registration
          statement).

                                       3
ITEM 9.   REQUIRED UNDERTAKINGS

          (a)  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 regis-
tration statement; 

          (i)  To include any prospectus required by Section
     10(a)(3) of the Securities Act of 1933; 

          (ii)  To reflect in the prospectus any facts or events
     arising after the effective date of the registration state-
     ment (or the most recent post-effective amendment thereof)
     which, individually or in the aggregate, represent a funda-
     mental change in the information set forth in the registra-
     tion 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
     and 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 20 percent change in the
     maximum aggregate offering price set forth in the "Calcula-
     tion of Registration Fee" table in the effective registra-
     tion 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 infor-
     mation in the registration statement;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and 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 regis-
trant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registra-
tion 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 securi-
ties 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. 

          (b)  The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) 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.

                                       4
(c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, 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 regis-
trant in the successful defense of any action, suit or proceed-
ing) is asserted by such director, officer or controlling person
in connection with the securities being registered, the regis-
trant 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 indemnifica-
tion by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       5
POWER OF ATTORNEY

          Each person whose signature appears below constitutes and appoints 
Terry Considine and Peter Kompaniez his or her true and lawful 
attorneys-in-fact and agents, each acting alone, with full power of 
substitution and resubstitution, for him or her and in his or her name, place 
and stead, in any and all capacities, to sign any or all amendments 
(including 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, each acting alone, 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 or 
she might or could do in person, hereby ratifying and confirming all that 
said attorneys-in-fact and agents, each acting alone, or his or her 
substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.

                           SIGNATURES

          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 Denver, State of Colorado, on the 
17th of October, 1996.

                              APARTMENT INVESTMENT AND
                              MANAGEMENT COMPANY

                           By:  /s/ Terry Considine
                              ---------------------------
                              Terry Considine
                              Chairman of the Board, President
                              and Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the dates indicated.
Signature                             Title                                      Date
   ---------                             -----                                      -----
/s/ Terry Considine       Chairman of the Board, President and              October 17, 1996
-------------------------   Chief Executive Officer (Principal Execu-
 Terry Considine            tive Officer)

  /s/ Leeann Morein         Senior Vice President, Chief Financial            October 17, 1996
-------------------------   Officer and Secretary  (Principal Financial
  Leeann Morein             Officer)

  /s/ Patricia K. Heath     Vice President and Chief Accounting               October 17, 1996
------------------------    Officer (Principal Accounting Officer)
    Patricia K. Heath

                                       6
/s/ Peter K. Kompaniez     Vice Chairman and Director                       October 17, 1996
-------------------------
    Peter K. Kompaniez

/s/ Richard S. Ellwood
-------------------------    Director                                         October 17, 1996
   Richard S. Ellwood

-------------------------    Director                                         October __, 1996
    J. Landis Martin

  /s/ Thomas L. Rhodes
-------------------------    Director                                         October 17, 1996
   Thomas L. Rhodes

  /s/ John D. Smith
-------------------------    Director                                         October 17, 1996
  John D. Smith
7
EXHIBIT INDEX

                                                             Sequentially
Exhibit No.        Description of Exhibit                    Numbered Page
-----------        ----------------------                    --------------

4.1                Restated Articles of Incorporation
                   of the Company (filed as Exhibit 3.1
                   to the Company's Annual Report on
                   Form 10-K for the year ended Decem-
                   ber 31, 1995 and incorporated herein
                   by reference).

4.2                Bylaws of the Company (filed as Ex-
                   hibit 3.2 to the Company's Annual
                   Report on Form 10-K for the year
                   ended December 31, 1995 and incor-
                   porated herein by reference).

5.1                Opinion of Piper & Marbury L.L.P.
                   regarding the legality of the secu-
                   rities being registered.

23.1               Consent of Ernst & Young LLP.

23.2               Consent of Independent Public Accountants
                   (Arthur Andersen LLP).

23.3               Consent of Piper & Marbury L.L.P.
                   (included in their opinion filed as
                   Exhibit 5).

25                 Power of Attorney (included on the
                   signature page of this registration
                   statement).