FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ADLER JEFFREY W   2. Issuer Name and Ticker or Trading Symbol APARTMENT INVESTMENT & MANAGEMENT CO [AIV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 4582 S. ULSTER STREET PARKWAY, SUITE 1100 3. Date of Earliest Transaction (Month/Day/Year) 05/06/2008 (Street) DENVER, CO 80237 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 01/30/2008   J   2,459 (1) A $ 0 46,213 D   Class A Common Stock 05/06/2008   S   1,400 D $ 39.0015 44,813 (2) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 30.44 (3)

(4)

02/19/2014

Class A Common Stock

32,316 (3)

32,316

D

Employee Stock Option (right to buy)

$ 36.14 (3)

(5)

02/16/2015

Class A Common Stock

15,681 (3)

15,681

D

Employee Stock Option (right to buy)

$ 40.82 (3)

(6)

02/13/2016

Class A Common Stock

12,079 (3)

12,079

D

Employee Stock Option (right to buy)

$ 59.48 (3)

(7)

02/05/2017

Class A Common Stock

5,591 (3)

5,591

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ADLER JEFFREY W 4582 S. ULSTER STREET PARKWAY SUITE 1100 DENVER, CO 80237			Executive Vice President

Signatures

Jeffrey W. Adler		05/07/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	As a result of a special dividend declared December 21, 2007, and paid January 30, 2008, to all stockholders of record on December 31, 2007, the reporting person received these additional shares.
(2)	In addition to the shares held directly, the reporting person holds indirectly 92 shares through a 401(k) plan, which information is based on a plan statement dated April 30, 2008.
(3)	Pursuant to the anti-dilution provisions of the plan pursuant to which the option was granted, the number of shares subject to the option and the strike price of the option have been adjusted to reflect the special dividend paid January 30, 2008, to all stockholders of record on December 31, 2007.
(4)	The option vests in five equal annual installments, 20% on each anniversary of the grant date of February 19, 2004.
(5)	The option vests in five equal annual installments, 20% on each anniversary of the grant date of February 16, 2005.
(6)	The option vests in five equal annual installments, 20% on each anniversary of the grant date of February 13, 2006.
(7)	The option vests in four equal annual installments, 25% on each anniversary of the grant date of February 5, 2007.
Remarks: The sale reported on this Form 4 was made to satisfy tax obligations associated with the vesting of shares of restricted stock.

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