CORRESP


		Baker&Hostetler LLP

		3200 National City Center
		1900 East 9th Street
		Cleveland, OH 44114-3485

February 23, 2009		T 216.621.0200
		F 216.696.0740
		www.bakerlaw.com

Securities and Exchange Commission		Janet A. Spreen
Division of Corporation Finance		direct dial: (216) 861-7564
Mail Stop 3561		jspreen@bakerlaw.com
100 F. Street, N.E.
Washington, DC 20549
Attention: Tom Kluck
Jerard Gibson


Re:		Associated Estates Realty Corporation Registration Statement on Form S-3 Filed November 25, 2008 File No. 333-155698

Dear Mr. Kluck:

On behalf of Associated Estates Realty Corporation (the “Company”), set forth below is the response to the letter from the Staff of the Securities and Exchange Commission (the “Commission”) dated December 16, 2008, concerning the Company’s Registration Statement on Form S-3 (File No. 333-155699), filed November 25, 2008 (the “Registration Statement”). For your convenience, each of the Staff’s comments is repeated in bold below, followed by the Company’s response.

Along with this letter, the Company and the Guarantors are submitting Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which contains the changes noted below.

Item 17. Undertakings, Page II-2

Please revise your registration statement to include the undertakings required by Items 512(a)(5) and (a)(6) of Regulation S-K, as applicable.

Response: The Company has revised the Registration Statement to include the above-referenced undertakings. The revised language appears under Item 17 of Amendment No. 1.

Please file a tax opinion as an exhibit, as required by Item 601(b)(8) of Regulation S-K.

Cincinnati Cleveland Columbus Costa Mesa Denver Houston Los Angeles New York Orlando Washington, DC

February 23, 2009

Page 2

Response: The Company has revised the Registration Statement to include the above-referenced legal opinion as an exhibit. The opinion is attached to Amendment No. 1 as Exhibit 8.

We look forward to the Staff’s response to the foregoing. Please do not hesitate to contact me at (216) 861-7564 with any questions or to discuss this correspondence.

Sincerely,

/s/ Janet A. Spreen

Janet A. Spreen


cc:		Jeffrey I. Friedman, Associated Estates Realty Corporation Suzanne K. Hanselman