UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)*
Associated Estates Realty Corporation
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(Name of Issuer)
Common Shares
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(Title of Class of Securities)
045604105
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(CUSIP Number)
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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* 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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 045604105
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1. NAMES OF REPORTING PERSONS
Wesley Capital Management, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
52-2280947
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP No. 045604105
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arthur Wrubel
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 045604105
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1. NAMES OF REPORTING PERSONS John Khoury
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 045604105
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Item 1(a). Name of Issuer:
Associated Estates Realty Corporation
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(b). Address of Issuer's Principal Executive Offices:
1 AEC Parkway, Richmond Hts., Ohio 44143-1467
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Item 2(a). Name of Person Filing:
This Schedule 13G is being jointly filed by Wesley Capital
Management, LLC (the "Management Company"), Mr. Arthur Wrubel and
Mr. John Khoury. Mr. Wrubel, Mr. Khoury and the Management Company
are referred to in this Schedule 13G/A as the "Reporting Persons."
The Reporting Persons have entered into a Joint Filing
Agreement, dated February 14, 2008, a copy of which is filed with
this Schedule 13G/A as Exhibit A, pursuant to which the Reporting
Persons have agreed to file this statement jointly in accordance
with the provisions of Rule 13d-1(k)(i) of the Act.
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(b). Address of Principal Business Office, or if None, Residence:
The address of the principal business office of each Reporting
Person is 717 5th Avenue, 14th Floor, New York, NY 10022.
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(c). Citizenship:
The Management Company is organized as a limited liability
company under the laws of the State of Delaware. Mr. Wrubel is a
United States citizen. Mr. Khoury is a Canadian citizen.
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(d). Title of Class of Securities:
Common Shares
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(e). CUSIP Number:
045604105
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Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a:
Not applicable.
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Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
A. Wesley Capital Management, LLC
(a) Amount beneficially owned: 0
(b) Percent of class: 0.00%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or to direct the
disposition of: 0.
B. Arthur Wrubel
(a) Amount beneficially owned: 0
(b) Percent of class: 0.00%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or to direct the
disposition of: 0.
C. John Khoury
(a) Amount beneficially owned: 0
(b) Percent of class: 0.00%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or to direct the
disposition of: 0.
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Item 5. Ownership of Five Percent or Less of a Class.
This Final Amendment reflects that as of December 31, 2007,
each Reporting Person owned less than 5% of the Common Shares of the
Issuer.
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable.
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Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person.
Not applicable.
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Item 8. Identification and Classification of Members of the Group.
Not applicable.
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Item 9. Notice of Dissolution of Group.
Not applicable.
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Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 13, 2008
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(Date)
Wesley Capital Management, LLC*
By: /s/ Arthur Wrubel
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Name: Arthur Wrubel
Title: Managing Member
By: /s/ John Khoury
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Name: John Khoury
Title: Managing Member
By: /s/ Arthur Wrubel*
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Arthur Wrubel, individually
By: /s/ John Khoury*
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John Khoury, individually
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* The Reporting Person disclaims beneficial ownership in the shares reported
herein except to the extent of their pecuniary interest therein.
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
this statement, provided, however, that a power of attorney, for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G/A dated February 13, 2008 relating
to the Common Shares of Associated Estates Realty Corporation shall be filed on
behalf of the undersigned.
Wesley Capital Management, LLC
By: /s/ Arthur Wrubel
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Name: Arthur Wrubel
Title: Managing Member
By: /s/ John Khoury
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Name: John Khoury
Title: Managing Member
By: /s/ Arthur Wrubel
------------------------------
Arthur Wrubel, individually
By: /s/ John Khoury
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John Khoury, individually
SK 22283 0001 853573