EXHIBIT 10.39 THIRTY-EIGHTH AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P.

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Exhibit 10.39

THIRTY-EIGHTH AMENDMENT TO THE
THIRD AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P.

        This THIRTY-EIGHTH AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P., dated as of January 30, 2004 (this "Amendment"), is being executed by AIMCO-GP, Inc., a Delaware corporation (the "General Partner"), as the general partner of AIMCO Properties, L.P., a Delaware limited partnership (the "Partnership"), pursuant to the authority conferred on the General Partner by Section 7.3.C(7) of the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994, as amended and/or supplemented from time to time (the "Agreement"). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.

        WHEREAS, on March 11, 2002, Casden Properties, Inc. merged with and into the Previous General Partner (the "Casden Merger");

        WHEREAS, pursuant to the Casden Merger agreement and related documents, upon completion of each of certain properties and the satisfaction of other conditions, the Previous General Partner has agreed to pay additional, deferred consideration in respect of the Casden Merger, and to purchase the general partner interest in the entities that own each such property;

        WHEREAS, in order to fund such payments with respect to the particular property commonly known as Park La Brea A (aka The Palazzo at Park La Brea), the Partnership has loaned $69,677,786.09 to the Previous General Partner, which loan is evidenced by a promissory note, dated January 30, 2004, in the original principal amount of $69,677,786.09;

        WHEREAS, the Previous General Partner has contributed to the Partnership the assets acquired in connection with the Casden Merger, including the general partner interest described above and, in connection with such contribution, the Partnership proposes to issue to the Special Limited Partner 2,787,111 Class Twelve Partnership Preferred Units; and

        WHEREAS, pursuant to Section 4.2.A of the Agreement, the General Partner is authorized to determine the designations, preferences and relative, participating, optional or other special rights, powers and duties of Partnership Preferred Units.

        NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.

The Agreement is hereby amended by the addition of a new exhibit, entitled "Exhibit PP," in the form attached hereto, which shall be attached to and made a part of the Agreement.

2.

Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and confirmed in all respects.

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        IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

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EXHIBIT PP

PARTNERSHIP UNIT DESIGNATION OF THE
CLASS TWELVE PARTNERSHIP PREFERRED UNITS
OF AIMCO PROPERTIES, L.P.

1.

Number of Units and Designation.

        A class of Partnership Preferred Units is hereby designated as "Class Twelve Partnership Preferred Units," and the number of Partnership Preferred Units constituting such class shall be 2,787,111.

2.

Definitions.

        For purposes of the Class Twelve Partnership Preferred Units, the following terms shall have the meanings indicated in this Section 2, and capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Agreement:

" Agreement " shall mean the Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of July 29, 1994, as amended.

"AIMCO" shall mean Apartment Investment and Management Company, a Maryland corporation.

" Class Twelve Partnership Preferred Unit " means a Partnership Preferred Unit with the designations, preferences and relative, participating, optional or other special rights, powers and duties as are set forth in this Exhibit PP .

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor thereto, as interpreted by any applicable regulations or other administrative pronouncements as in effect from time to time.

" Distribution Payment Date " shall mean December 31 of any year beginning with December 31, 2002, and continuing until no Class Twelve Partnership Preferred Units remain outstanding.

" Junior Partnership Units " shall have the meaning set forth in paragraph (c) of Section 7 of this Exhibit PP.

" Liquidation Preference " shall mean, with respect to each Class Twelve Partnership Preferred Unit, as of any date, Twenty-Five Dollars ($25.00), plus an amount equal to all distributions (whether or not declared or earned) accumulated, accrued and unpaid on such Class Twelve Partnership Preferred Unit as of such date.

" Parity Partnership Units " shall have the meaning set forth in paragraph (b) of Section 7 of this Exhibit PP .

" Partnership " shall mean AIMCO Properties, L.P., a Delaware limited partnership.

" Promissory Note " shall mean the Promissory Note, dated January 30, 2004, in the original principal amount of $69,677,786.09, made by AIMCO in favor of the Partnership (bearing simple interest at 5.25%, payable on December 31 of each year).

" Senior Partnership Units " shall have the meaning set forth in paragraph (a) of Section 7 of this Exhibit PP .

PP-1

3.

Distributions.

        On every Distribution Payment Date, the holders of Class Twelve Partnership Preferred Units shall be entitled to receive distributions payable in cash in an amount equal to $1.3125 per Class Twelve Partnership Preferred Unit. Each such distribution shall be payable to the holders of record of the Class Twelve Partnership Preferred Units,