UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 15 )*

FOX STRATEGIC HOUSING INCOME PARTNERS

(Name of Issuer)

Limited Partnership Units

(Title of Class of Securities)

None

(CUSIP Number)

John Bezzant
Senior Vice President
Apartment Investment and Management Company
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29601
Telephone: (864) 239-1000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With a copy to:
Paul J. Nozick
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309
(404) 881-7000

February 11, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

NAME OF REPORTING PERSONS

AIMCO PROPERTIES, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

—

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

26,111 Limited Partnership Units

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

—

WITH

SHARED DISPOSITIVE POWER

26,111 Limited Partnership Units

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

26,111 Limited Partnership Units

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

100%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

NAME OF REPORTING PERSONS

AIMCO-GP, INC.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

—

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

26,111 Limited Partnership Units

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

—

WITH

SHARED DISPOSITIVE POWER

26,111 Limited Partnership Units

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

26,111 Limited Partnership Units

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

100%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

NAME OF REPORTING PERSONS

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Maryland

SOLE VOTING POWER

NUMBER OF

—

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

26,111 Limited Partnership Units

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

—

WITH

SHARED DISPOSITIVE POWER

26,111 Limited Partnership Units

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

26,111 Limited Partnership Units

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

100%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

NAME OF REPORTING PERSONS

AIMCO IPLP, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

—

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 Limited Partnership Units

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

—

WITH

SHARED DISPOSITIVE POWER

0 Limited Partnership Units

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 Limited Partnership Units

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

NAME OF REPORTING PERSONS

AIMCO/IPT, INC.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

—

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 Limited Partnership Units

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

—

WITH

SHARED DISPOSITIVE POWER

0 Limited Partnership Units

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 Limited Partnership Units

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

NAME OF REPORTING PERSONS

IPLP ACQUISITION I, L.L.C.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

—

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 Limited Partnership Units

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

—

WITH

SHARED DISPOSITIVE POWER

0 Limited Partnership Units

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 Limited Partnership Units

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Introductory Note

This Amendment No. 15 (this “Amendment No. 15”) is filed with respect to the issuer, Fox Strategic Housing Income Partners, a California limited partnership (the “Partnership”), by AIMCO Properties, L.P. (“AIMCO Properties”), AIMCO-GP, Inc. (“AIMCO GP”), Apartment Investment and Management Company (“AIMCO”), AIMCO IPLP, L.P. (“AIMCO IPLP”), AIMCO/IPT, INC. (“AIMCO/IPT”) and IPLP ACQUISITION I, L.L.C. (“IPLP ACQUISITION” and together with AIMCO Properties, AIMCO-GP, AIMCO, AIMCO IPLP and AIMCO/IPT, the “Reporting Persons”). This Amendment No. 15 amends and supplements the statement on Schedule 13D, as amended and supplemented to date (the “Schedule 13D”), previously filed with the Securities and Exchange Commission with respect to the Partnership by the Reporting Persons or certain of their affiliates.

The Schedule 13D is amended to make the following changes to Items 4 and 5:


Item 4.		Purpose of Transaction

Item 4 is hereby supplemented by the addition of the following information:

On October 8, 2010, the Partnership entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AIMCO Fox Merger Sub LLC, a California limited liability company (the “Merger Subsidiary”) and AIMCO Properties, the sole member of the Merger Subsidiary. The Merger Agreement provides for the Merger Subsidiary to be merged with and into the Partnership, with the Partnership as the surviving entity (the “Merger”).

On February 11, 2011, the Merger was completed, and each limited partnership unit in the Partnership outstanding immediately prior to the consummation of the Merger and held by limited partners (other than limited partnership units as to which appraisal rights are elected) was converted into the right to receive, at the election of the limited partner, either (i) $4.84 in cash (the “Cash Consideration”) or (ii) 0.19 partnership common units of AIMCO Properties. Those limited partners who do not make an election will be deemed to have elected to receive the Cash Consideration.

In the merger, AIMCO Properties’ membership interest in the Merger Subsidiary was converted into limited partnership units in the Partnership. As a result of the merger, AIMCO Properties is now the sole limited partner in the Partnership, holding all outstanding limited partnership units. Fox Partners VIII continues to be the sole general partner of the Partnership and the Partnership’s agreement of limited partnership remains unchanged after the Merger.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a)-(b) The information in lines 7 through 11 and 13 of each Reporting Person’s cover page is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.


	Dated: February 11, 2011
	AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. its General Partner APARTMENT INVESTMENT AND MANAGEMENT COMPANY AIMCO IPLP, L.P. By: AIMCO/IPT, INC. its General Partner AIMCO-GP, INC. AIMCO/IPT, INC. IPLP ACQUISITION I, L.L.C.
	By:	/s/ Derek S. McCandless
		Derek S. McCandless
		Senior Vice President of each of the foregoing entities

FOX STRATEGIC HOUSING INCOME PARTNERS SC 13D/A