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The following is an excerpt from a S-3 SEC Filing, filed by APARTMENT INVESTMENT & MANAGEMENT CO on 3/26/2004.
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APARTMENT INVESTMENT & MANAGEMENT CO - S-3 - 20040326 - EXHIBIT_INDEX


EXHIBIT INDEX

Exhibit Number
  Description

*1.1   Form of Underwriting Agreement for Debt Securities of Apartment Investment and Management Company.
*1.2   Form of Underwriting Agreement for Preferred Stock of Apartment Investment and Management Company.
*1.3   Form of Underwriting Agreement for Equity Stock of Apartment Investment and Management Company.
*1.4   Form of Underwriting Agreement for Class A Common Stock of Apartment Investment and Management Company.
*1.5   Form of Underwriting Agreement for Warrants to purchase Securities of Apartment Investment and Management Company.
*1.6   Form of Underwriting Agreement for Debt Securities of AIMCO Properties, L.P.
4.1   Form of Senior Debt Securities Indenture for Apartment Investment and Management Company (including form of Note) (Exhibit 4.1 to Aimco's Registration Statement on Form S-3 (No. 333-61409) is incorporated herein by reference).
4.2   Form of Senior Subordinated Debt Securities Indenture for Apartment Investment and Management Company (including form of Note) (Exhibit 4.2 to Aimco's Registration Statement on Form S-3 (No. 333-61409) is incorporated herein by reference).
4.3   Form of Subordinated Debt Securities Indenture for Apartment Investment and Management Company (including form of Note) (Exhibit 4.3 to Aimco's Registration Statement on Form S-3 (No. 333-61409) is incorporated herein by reference).
4.4   Form of Senior Debt Securities Indenture for AIMCO Properties, L.P. (including form of Note) (Exhibit 4.4 to Aimco's Registration Statement on Form S-3 (No. 333-61409) is incorporated herein by reference).
4.5   Form of Senior Subordinated Debt Securities Indenture for AIMCO Properties, L.P. (including form of Note) (Exhibit 4.5 to Aimco's Registration Statement on Form S-3 (No. 333-61409) is incorporated herein by reference).
4.6   Form of Subordinated Debt Securities Indenture for AIMCO Properties, L.P. (including form of Note) (Exhibit 4.6 to Aimco's Registration Statement on Form S-3 (No. 333-61409) is incorporated herein by reference).
4.7   Form of Warrant Agreement (including form of Warrant Certificate) for Apartment Investment and Management Company (Exhibit 4.7 to Aimco's Registration Statement on Form S-3 (No. 333-61409) is incorporated herein by reference).
*4.8   Form of Preferred Stock Certificate for Apartment Investment and Management Company.
*4.9   Form of Equity Stock Certificate for Apartment Investment and Management Company.
4.10   Specimen certificate for Class A Common Stock of Apartment Investment and Management Company.
5.1   Opinion of Piper Rudnick LLP regarding the validity of the securities of Apartment Investment and Management Company offered hereby.
5.2   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the securities of AIMCO Properties, L.P. offered hereby.
8.1   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters.
12.1   Computation of ratio of earnings to fixed charges and computation of ratio of earnings to combined fixed charges and preferred stock dividends.
23.1   Consent of Ernst & Young LLP, Denver, Colorado, dated March 22, 2004.
23.2   Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in opinions filed as Exhibit 5.2 and Exhibit 8.1).
23.3   Consent of Piper Rudnick LLP (included in opinion filed as Exhibit 5.1).
24.1   Power of Attorney for Apartment Investment and Management Company (included on the signature page of this Registration Statement).
     

24.2   Power of Attorney for AIMCO Properties, L.P. (included on the signature page of this Registration Statement).
25.1   Statement of Eligibility and Qualification of Trustee under the Senior Debt Securities Indenture for Apartment Investment and Management Company (Exhibit 25.1 to Aimco's Registration Statement on Form S-3 (No. 333-61409) is incorporated herein by reference).
25.2   Statement of Eligibility and Qualification of Trustee under the Senior Subordinated Debt Securities Indenture for Apartment Investment and Management Company (Exhibit 25.2 to Aimco's Registration Statement on Form S-3 (No. 333-61409) is incorporated herein by reference).
25.3   Statement of Eligibility and Qualification of Trustee under the Subordinated Debt Securities Indenture for Apartment Investment and Management Company (Exhibit 25.3 to Aimco's Registration Statement on Form S-3 (No. 333-61409) is incorporated herein by reference).
25.4   Statement of Eligibility and Qualification of Trustee under the Senior Debt Securities Indenture for AIMCO Properties, L.P. (Exhibit 25.4 to Aimco's Registration Statement on Form S-3 (No. 333-61409) is incorporated herein by reference).
25.5   Statement of Eligibility and Qualification of Trustee under the Senior Subordinated Debt Securities Indenture for AIMCO Properties, L.P. (Exhibit 25.5 to Aimco's Registration Statement on Form S-3 (No. 333-61409) is incorporated herein by reference).
25.6   Statement of Eligibility and Qualification of Trustee under the Subordinated Debt Securities Indenture for AIMCO Properties, L.P. (Exhibit 25.6 to Aimco's Registration Statement on Form S-3 (No. 333-61409) is incorporated herein by reference).

*
To be filed by amendment or incorporated by reference prior to the offering of securities.



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TABLE OF CONTENTS
AIMCO AND THE AIMCO OPERATING PARTNERSHIP
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
DESCRIPTION OF AIMCO DEBT SECURITIES
DESCRIPTION OF AIMCO OPERATING PARTNERSHIP DEBT SECURITIES
DESCRIPTION OF PREFERRED STOCK
DESCRIPTION OF EQUITY STOCK
DESCRIPTION OF CLASS A COMMON STOCK
PROVISIONS OF MARYLAND LAW APPLICABLE TO PREFERRED STOCK, EQUITY STOCK AND CLASS A COMMON STOCK
DESCRIPTION OF OUTSTANDING CLASSES OF PREFERRED STOCK
DESCRIPTION OF WARRANTS
PLAN OF DISTRIBUTION
CERTAIN FEDERAL INCOME TAXATION CONSIDERATIONS
WHERE YOU CAN FIND MORE INFORMATION
LEGAL MATTERS
EXPERTS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
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