UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report 13(Date orof earliest event ~~15(d~~reported): ofOctober 8, ~~the~~2010

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 8, 2009

FOX STRATEGIC HOUSING INCOME PARTNERS

(Exact name of ~~Registrant~~ registrant as specified in its charter)

California	~~0-16877~~	940-~~3016373~~16877	94-3016373
(State or other jurisdiction	(Commission	(I.R.S. Employer
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
of incorporation)	File Number)	Identification Number)

55 Beattie Place Post Office Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices)

~~Post~~ (864) 239-1000 (Registrant’s ~~Office~~telephone ~~Box 1089~~number, including area code)

~~Greenville,~~Check ~~South~~the ~~Carolina~~appropriate ~~29602~~box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~(Address~~o ofWritten ~~principal executive~~communications ~~offices~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (~~864)~~17 ~~239~~CFR 240.14a-~~1000~~12)

o Pre-commencement communications pursuant to Rule 14d-2(~~Issuer's~~b) ~~telephone number~~under the Exchange Act (17 CFR 240.14d-2(b))

~~Check the~~o ~~appropriate box below if the Form 8~~Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously satisfy~~Rule ~~the~~13e-4(c) ~~filing~~under ~~obligations of~~ the ~~registrant~~Exchange ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~240.13e-4(c))

[Item ~~] Written~~1.01. ~~communications pursuant~~Entry tointo ~~Rule~~a ~~425~~Material ~~under~~Definitive ~~the Securities Act (17 CFR 230~~Agreement.~~425)~~

[ On ~~] Soliciting~~October 8, ~~material~~2010, ~~pursuant~~Fox Strategic Housing Income Partners, a California limited partnership to(“Fox”), ~~Rule~~entered ~~14a-12~~into ~~under~~an ~~the~~agreement ~~Exchange~~and ~~Act~~plan of merger (17the ~~CFR~~“Merger ~~240~~Agreement”) with Aimco Properties, L.~~14a-12~~P., a Delaware limited partnership (“Aimco OP”) and AIMCO Fox Merger Sub LLC, a California limited liability company of which Aimco OP is the sole member (the “Merger Subsidiary”), pursuant to which the Merger Subsidiary will be merged with and into Fox, with Fox as the surviving entity.

[ In ~~] Pre-commencement~~the merger, each limited partnership unit of Fox outstanding immediately prior to the ~~communications~~consummation of the merger, except those held by limited partners who perfect their appraisal rights pursuant to ~~Rule~~the ~~14d-2~~Merger Agreement, will be converted into the right to receive, at the election of the limited partner, either (bi) ~~under~~$4.84 in cash (the ~~Exchange~~“Cash ~~Act~~Consideration”) or (17ii) a number ~~CFR~~of partnership common units of Aimco OP calculated by dividing $4.84 by the average closing ~~240~~price of Apartment Investment and Management Company common stock, as reported on the New York Stock Exchange, over the ten consecutive trading days ending on the second trading day immediately prior to the effective time of the merger (the “OP Unit Consideration”).~~14d-2~~ However, if Aimco OP determines that the law of the state or other jurisdiction in which a limited partner resides would prohibit the issuance of partnership common units of Aimco OP in that state or jurisdiction (bor that registration in that state or other jurisdiction would be prohibitively costly)), then such limited partner will only be entitled to receive the Cash Consideration for each limited partnership unit. Those limited partners who do not make an election will be deemed to have elected to receive cash.

[ In ~~] Pre-commencement~~the merger, Aimco OP’s membership interest in the Aimco Subsidiary will be converted into ~~communications~~Fox ~~pursuant~~limited partnership units. As a result, after the merger, Aimco OP will be the sole limited partner in Fox, holding all outstanding limited partnership units. Fox Partners VIII will continue to ~~Rule~~be ~~13e-4(c)~~the ~~under~~sole general partner of Fox after the ~~Exchange~~merger, ~~Act~~and ~~(17~~Fox’s ~~CFR~~partnership agreement in effect ~~240~~immediately prior to the merger will remain unchanged after the merger.~~13e-4(c))~~

~~Item~~ Completion ~~5.02~~of ~~Departure~~the merger is subject to certain conditions, including approval by a majority in interest of ~~Directors~~the orlimited ~~Certain~~partnership ~~Officers;~~units. ~~Election~~As of ~~Directors;~~October 6, ~~Appointment~~2010, Fox had issued and outstanding 26,111 limited partnership units, and Aimco OP and its affiliates owned 13,719 of ~~Certain~~those ~~Officers;~~units, ~~Compensatory~~or approximately ~~Arrangements~~52.54% of ~~Certain~~the ~~Officers~~number of outstanding limited partnership units. Aimco OP and its affiliates have indicated that they intend to take action by written consent to approve the merger.

~~Harry~~ The G.foregoing ~~Alcock,~~summary ~~who currently serves as Executive Vice President and a member~~ of the ~~Board~~Merger ~~of Directors~~Agreement ofis ~~the~~qualified ~~Registrant’s~~in ~~managing~~its ~~general~~entirety ~~partner~~by ~~(the~~reference ~~“Managing General Partner”), has announced his intention~~ to ~~resign from these positions effective December 15, 2009. To fill~~ the ~~vacancy on the Board of Directors created~~ byMerger ~~Mr. Alcock’s departure~~Agreement, ~~the~~which ~~sole~~is ~~stockholder~~attached ofhereto ~~the Managing General Partner has elected John Bezzant, who will become a director of the Managing General Partner effective December 16, 2009. Mr. Bezzant, 47, currently serves~~ as a ~~Senior Vice President of the Managing General Partner and Apartment Investment and Management Company (“Aimco”), an affiliate of the Managing General Partner~~Exhibit 10. ~~Mr.~~1 ~~Bezzant joined Aimco in June 2006 as Senior Vice President - Development. Prior to joining Aimco, from 2005 to June 2006, Mr. Bezzant was a First Vice President at Prologis~~ and ~~from~~incorporated ~~1986~~herein toby ~~2005, Mr~~reference. ~~Bezzant~~ ~~served as Vice President, Asset Management at Catellus Development Corporation.~~

~~SIGNATURE~~Additional Information for Investors:

~~Pursuant~~ This communication does not constitute an offer to sell or the ~~requirements~~solicitation of an offer to buy any securities. Aimco OP and Apartment Investment and Management Company will file with the Securities and Exchange ~~Act~~Commission a registration statement on Form S-4 that will include an information statement of ~~1934,~~Fox relating to the ~~Registrant~~transaction, ~~has~~which ~~duly~~will ~~caused~~also ~~this~~constitute ~~report~~a toprospectus beof ~~signed~~Aimco onOP ~~its~~and ~~behalf~~Apartment byInvestment ~~the~~and ~~undersigned~~Management ~~hereunto~~Company. ~~duly~~INVESTORS ~~authorized~~ARE URGED TO READ THE INFORMATION STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING THE TRANSACTION.

~~FOX~~ The ~~STRATEGIC~~information ~~HOUSING~~statement/prospectus ~~INCOME~~and other documents which will be filed with the ~~PARTNERS~~Securities and Exchange Commission will be available free of charge at the SEC’s website, www.sec.gov. You may request a copy of these filings, at no cost, by writing or calling Apartment Investment and Management Company at the following address and telephone number: ISTC Corporation, P.O. Box 2347, Greenville, South Carolina 29602; telephone number (864) 239-1029.

~~By: FOX~~Item ~~PARTNERS~~9.01. ~~VIII~~Financial Statements and Exhibits.

~~General Partner~~10.1 Agreement and Plan of Merger, dated October 8, 2010, by and among Fox Strategic Housing Income Partners, Aimco Properties, L.P. and AIMCO Fox Merger Sub LLC.

~~By: Fox Capital Management~~-2- ~~Corporation~~

~~Managing General Partner~~SIGNATURE

~~By: /s/Stephen~~ Pursuant Bto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ~~Waters~~

Stephen B. Waters


		FOX STRATEGIC HOUSING INCOME PARTNERS

		By:	Fox Partners VIII
			Its General Partner

			By:	Fox Capital Management Corporation
				Its Managing General Partner

				By:	/s/ Derek S. McCandless

					Derek S. McCandless
					Senior Vice President
Date:	October 12, 2010

~~Senior Director~~ -3-

Date: December 14, 2009

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