UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                       For the quarterly period ended March 31, 2003


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934


                    For the transition period from _________to _________

                         Commission file number 0-10831


                  CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
             (Exact Name of Registrant as Specified in Its Charter)



         California                                             94-2744492
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                         55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 120-2 of the Exchange Act). Yes _____ No __X__


                         PART I - FINANCIAL INFORMATION

ITEM 1.     Financial Statements


                  CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                                            March 31,    December 31,
                                                               2003          2002
                                                           (Unaudited) (Note)
Assets
<S>                                                          <C>            <C>
   Cash and cash equivalents                                 $ 1,212        $ 3,175
   Receivables and deposits                                       270           493
   Restricted escrows                                           1,112         1,114
   Other assets                                                 1,277           592
   Investment in affiliated partnerships                          987           894
   Investment in Master Loan to affiliate                      14,123        14,144
   Investment properties:
      Land                                                     14,272        14,272
      Buildings and related personal property                  68,162        67,805
                                                               82,434        82,077
      Less:  Accumulated depreciation                         (20,177)      (19,158)
                                                               62,257        62,919
                                                             $ 81,238      $ 83,331
Liabilities and Partners' Capital
Liabilities
   Accounts payable                                           $ 500          $ 176
   Tenant security deposit liabilities                            682           689
   Accrued property taxes                                         226           326
   Other liabilities                                            1,210         1,408
   Mortgage notes payable                                      52,353        52,649
                                                               54,971        55,248
Partners' Capital
   General partner                                                123            125
   Limited partners (199,043.2 units issued and
      outstanding)                                             26,144        27,958
                                                               26,267        28,083
                                                             $ 81,238      $ 83,331

Note: The consolidated  balance sheet at December 31, 2002 has been derived from
      the audited financial statements at that date but does not include all the
      information  and  footnotes  required  by  generally  accepted  accounting
      principles for complete financial statements.

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                  CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per unit data)



<TABLE>
<CAPTION>


                                                               Three Months Ended
                                                                   March 31,
                                                                2003        2002
Revenues:
<S>                                                           <C>         <C>
   Rental income                                              $ 4,058     $ 2,708
   Other income                                                   314         221
      Total revenues                                            4,372       2,929
Expenses:
   Operating                                                    2,093       1,245
   General and administrative                                     258         152
   Depreciation                                                 1,019         719
   Interest                                                       912         463
   Property taxes                                                 263         208
      Total expenses                                            4,545       2,787
(Loss) income from operations                                    (173)        142

Equity income from investment                                     350          --
Net income                                                    $   177     $   142

Net income allocated to general partner (1%)                  $     2     $     1

Net income allocated to limited partners (99%)                    175         141
                                                              $   177     $   142

Net income per limited partnership unit                       $  0.88     $  0.71

Distributions per limited partnership unit                    $  9.99     $  2.27

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                       CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                  CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                                   (Unaudited)
                        (in thousands, except unit data)

<TABLE>
<CAPTION>


                                       Limited
                                     Partnership     General      Limited
                                        Units        Partner     Partners      Total

<S>                                  <C>            <C>          <C>         <C>
Original capital contributions       200,342.0      $     1      $200,342    $200,343

Partners' capital at
   December 31, 2001                 199,045.2      $   123      $ 28,214    $ 28,337

Distributions to partners                   --           (5)         (451)       (456)

Net income for the three months
   ended March 31, 2002                     --            1           141         142

Partners' capital at
   March 31, 2002                    199,045.2     $    119      $ 27,904    $ 28,023

Partners' capital
   at December 31, 2002              199,043.2      $   125      $ 27,958    $ 28,083

Distributions to partners                   --           (4)       (1,989)     (1,993)

Net income for the three
   months ended March 31, 2003              --            2           175         177

Partners' capital
   at March 31, 2003                 199,043.2      $   123      $ 26,144    $ 26,267

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                  CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)


<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                     March 31,
                                                                   2003       2002
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net income                                                     $ 177        $ 142
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                    1,019         719
   Amortization of loan costs, lease commissions and
    mortgage premiums                                                (18)         19
   Equity income from investment                                    (350)         --
   Change in accounts:
      Receivables and deposits                                       229         190
      Other assets                                                  (694)       (677)
      Accounts payable                                               324          37
      Tenant security deposit liabilities                             (7)        (28)
      Accrued property taxes                                        (100)         23
      Other liabilities                                             (198)        180
       Net cash provided by operating activities                     382         605

Cash flows from investing activities:
  Net withdrawals from restricted escrows                              2           2
  Property improvements and replacements                            (357)       (105)
  Principal receipts on Master Loan                                   15          --
  Distributions from affiliated partnerships                         258          --
       Net cash used in investing activities                         (82)       (103)

Cash flows from financing activities:
  Distributions to partners                                       (1,993)       (456)
  Payments on mortgage notes payable                                (258)        (89)
  Lease commissions, paid                                            (12)         --
       Net cash used in financing activities                      (2,263)       (545)

Net decrease in cash and cash equivalents                         (1,963)        (43)
Cash and cash equivalents at beginning of period                   3,175         922
Cash and cash equivalents at end of period                      $ 1,212       $ 879

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 934        $ 449


                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                  CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements of Consolidated
Capital  Institutional  Properties (the "Partnership" or "Registrant") have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the opinion of ConCap  Equities,  Inc.  (the "General
Partner"),  which is ultimately  owned by Apartment  Investment  and  Management
Company  ("AIMCO"),   a  publicly  traded  real  estate  investment  trust,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been  included.  Operating  results for the three month
period ended March 31, 2003 are not  necessarily  indicative of the results that
may be expected  for the fiscal  year  ending  December  31,  2003.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto included in the Partnership's  Annual Report on Form 10-K for the fiscal
year ended December 31, 2002.

Segment Reporting: Statement of Financial Accounting Standards ("SFAS") SFAS No.
131,  "Disclosure  about  Segments of an  Enterprise  and  Related  Information"
established  standards  for the way  that  public  business  enterprises  report
information about operating segments in annual financial statements and requires
that those enterprises  report selected  information about operating segments in
interim financial reports. It also established standards for related disclosures
about products and services,  geographic areas, and major customers.  (See "Note
E" for detailed disclosure of the Partnership's segments).

Note B - Net Investment in Master Loan

The Partnership was initially  formed for the benefit of its limited partners to
lend funds to  Consolidated  Capital  Equity  Partners  ("CCEP"),  a  California
general partnership.  The general partner of CCEP is an affiliate of the General
Partner. The Partnership loaned funds to CCEP subject to a nonrecourse note with
a participation  interest (the "Master  Loan").  At March 31, 2003, the recorded
investment  in the Master  Loan was  considered  to be  impaired  under SFAS 114
"Accounting by Creditors for Impairment of a Loan". The Partnership measures the
impairment of the loan based upon the fair value of the collateral, as repayment
of the loan is expected to be provided solely by the  collateral.  For the three
months  ended March 31, 2003 and 2002 there was no interest  income  recorded by
the Partnership.

The fair value of all of the  collateral  properties  which on a combined  basis
secure the Master Loan,  was  determined  using the net operating  income of the
collateral  properties  capitalized at a rate deemed  reasonable for the type of
property adjusted for market conditions,  the physical condition of the property
and other factors,  or by obtaining an appraisal by an independent  third party.
This methodology has not changed from that used in prior calculations  performed
by the  General  Partner  in  determining  the  fair  value  of  the  collateral
properties.  There was no provision for impairment  loss during the three months
ended March 31, 2003 and 2002. The General Partner  evaluates the net realizable
value on a  semi-annual  basis or as  circumstances  dictate  that it  should be
analyzed.

The  Master  Loan  matured  in  November  2000.  The  General  Partner  had been
negotiating with CCEP with respect to its options which included  foreclosing on
the properties which collateralize the Master Loan or extending the terms of the
loan.  The General  Partner  has decided to  foreclose  on the  properties  that
collateralize  the  Master  Loan.  The  General  Partner  began the  process  of
foreclosure or executing  deeds in lieu of foreclosure  during the third quarter
of 2002 on all the properties in CCEP.  During August 2002, the General  Partner
executed deeds in lieu of foreclosure on four of the active  properties of CCEP.
In addition,  one of the properties  held by CCEP was sold in December 2002. The
foreclosure process on the remaining four properties held by CCEP is ongoing. As
the deeds were executed,  title in the properties  previously owned by CCEP were
transferred  to  the  Partnership,   subject  to  the  existing  liens  on  such
properties,  including the first mortgage  loans.  As a result,  the Partnership
assumed  responsibility  for the operations of such  properties.  The results of
operations  of the  foreclosed  properties  are  reflected  in the  accompanying
consolidated statements of operations for the period ending March 31, 2003.

The  principal  balance  of the  Master  Loan  due to  the  Partnership  totaled
approximately  $14,123,000  and  $14,144,000  at March 31, 2003 and December 31,
2002,  respectively.  This  amount  represents  the  fair  market  value  of the
remaining  properties  held  by  CCEP,  less  the  net  liabilities  owed by the
properties.  Interest,  calculated on the accrual basis,  due to the Partnership
pursuant to the terms of the Master Loan  Agreement,  but not  recognized in the
income  statements  due to the  impairment  of the loan,  totaled  approximately
$440,000,  and  $11,769,000  for the three months ended March 31, 2003 and 2002,
respectively.  Interest  income is  recognized  on the cash basis as required by
SFAS 114. At March 31, 2003 and December 31, 2002, such cumulative  unrecognized
interest  totaling  approximately  $902,000 and $462,000 was not included in the
balance of the investment in Master Loan. Cumulative  unrecognized interest owed
on the Master Loan of approximately $376,239,000 was forgiven by the Partnership
during the third  quarter  of 2002.  The  remaining  collateral  properties  are
encumbered by first mortgages totaling approximately $23,139,000 as of March 31,
2003,   which  are  senior  to  the  Master  Loan.  This  has  been  taken  into
consideration in determining the fair value of the Master Loan.

During the three months ended March 31, 2003 and 2002, the  Partnership  made no
advances to CCEP on the Master  Loan.  During the three  months  ended March 31,
2003  the  Partnership  received  principal  payments  on  the  Master  Loan  of
approximately  $15,000 from escrows  released by the mortgage  lender of Society
Park which was sold during 2002. No principal  payments were received during the
three months ended March 31, 2002.

Note C - Related Party Transactions

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for (i) certain  payments to affiliates for
services and (ii)  reimbursement of certain  expenses  incurred by affiliates on
behalf of the Partnership.

Affiliates of the General  Partner are entitled to receive 5% of gross  receipts
from the Partnership's  properties for providing property  management  services.
The Partnership paid to such affiliates  approximately $234,000 and $143,000 for
the three months ended March 31, 2003 and 2002, respectively,  which is included
in operating expenses.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $129,000 and $112,000 for the
three  months ended March 31, 2003 and 2002,  respectively  which is included in
general and administrative expenses.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance policies obtained by AIMCO from insurers unaffiliated with the General
Partner. During 2003 and 2002, the Partnership's cost for insurance coverage and
fees  associated  with policy  claims  administration  provided by AIMCO and its
affiliates is approximately $212,000 and $256,000, respectively.

Note D - Investment in Affiliated Partnerships

<TABLE>
<CAPTION>

                                                     Ownership     Investment Balance
Partnership                    Type of Ownership     Percentage      March 31, 2003

Consolidated Capital            Non-controlling
<S>                                                    <C>                <C>
  Growth Fund                    General Partner       0.40%              $ 40
Consolidated Capital            Non-controlling
  Properties III                 General Partner       1.85%                 24
Consolidated Capital            Non-controlling
  Properties IV                  General Partner       1.85%                923
                                                                           $ 987
</TABLE>

These  investments were assumed during the foreclosure of investment  properties
from  CCEP  (see  "Note  B") and  are  accounted  for on the  equity  method  of
accounting.  Distributions from the affiliated partnerships are accounted for as
a reduction of the investment balance until the investment balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of  operations.  During the three months ended March 31, 2003,  the  Partnership
received  distributions  of  approximately  $258,000 from two of the  affiliated
partnerships,  of which approximately $243,000 related to the sale of a property
in Consolidated Capital Growth Fund. Of this amount,  approximately $236,000 was
recognized as equity income in investment once the investment  balance allocated
to that  property  had been reduced to zero.  The  Partnership  also  recognized
equity income in investment of  approximately  $114,000 related to the sale of a
property in  Consolidated  Capital  Properties  IV. There were no  distributions
associated with this sale.

Note E - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment  derives its revenues:  The  Partnership  has two  reportable  segments:
residential  properties  and commercial  property.  The  Partnership's  property
segments consist of five apartment complexes one each in North Carolina,  Texas,
Colorado,  Kansas,  and Kentucky and one  multiple  use facility  consisting  of
apartment units and commercial  space in  Pennsylvania.  The  Partnership  rents
apartment units to tenants for terms that are typically less than twelve months.
The commercial property leases space to various medical offices,  career service
facilities, and retail shops at terms ranging from month to month to five years.

Measurement of segment profit and loss: The  Partnership  evaluates  performance
based on segment profit (loss) before  depreciation.  The accounting policies of
the  reportable  segments  are the same as those  described  in the  summary  of
significant accounting policies.

Factors  management used to identify the enterprise's  reportable  segment:  The
Partnership's  reportable  segments are business units  (investment  properties)
that offer  different  products and services.  The reportable  segments are each
managed  separately  because they provide distinct services with different types
of products and customers.

Segment  information for the three months ended March 31, 2003 and 2002 is shown
in the tables below (in  thousands).  The "Other"  Column  includes  partnership
administration  related items and income and expense not allocated to reportable
segments.

<TABLE>
<CAPTION>

                 2003                  Residential  Commercial    Other      Totals
<S>                                      <C>           <C>         <C>      <C>
Rental income                            $ 3,800       $ 258       $ --     $ 4,058
Other income                                 287           27        --         314
Interest expense                             856           56        --         912
Depreciation                                 977           42        --       1,019
General and administrative
  expenses                                    --           --       258         258
Segment profit (loss)                        203        (152)       126         177
Total assets                              64,477          867    15,894      81,238
Capital expenditures for
  investment properties                      340           17        --         357
</TABLE>

<TABLE>
<CAPTION>

                2002                 Residential  Commercial     Other     Totals
<S>                                    <C>           <C>         <C>       <C>
Rental income                          $ 2,445       $ 263       $ --      $ 2,708
Other income                               191           29          1         221
Interest expense                           406           57         --         463
Depreciation                               698           21         --         719
General and administrative
  expenses                                  --           --        152         152
Segment profit (loss)                      373          (80)      (151)        142
Total assets                            27,722        1,302     26,874      55,898
Capital expenditures for
  investment properties                     97            8         --         105
</TABLE>

Note F - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its General Partner and several of
their  affiliated  partnerships and corporate  entities.  The action purports to
assert  claims on behalf of a class of  limited  partners  and  derivatively  on
behalf of a number of limited partnerships (including the Partnership) which are
named as nominal defendants, challenging, among other things, the acquisition of
interests in certain General Partner entities by Insignia  Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia;  past
tender offers by the Insignia  affiliates to acquire limited  partnership units;
management of the  partnerships  by the Insignia  affiliates;  and the series of
transactions  which  closed on October 1, 1998 and  February  26,  1999  whereby
Insignia and Insignia  Properties Trust,  respectively,  were merged into AIMCO.
The plaintiffs seek monetary damages and equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the General  Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs  filed an amended  complaint.  The General Partner filed demurrers to
the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended  complaint.  On May 14, 2001,  the Court heard the demurrer to the third
amended  complaint.  On July 10,  2001,  the Court  issued  an order  sustaining
defendants'  demurrer on certain grounds.  On July 20, 2001,  Plaintiffs filed a
motion for  reconsideration  of the Court's July 10, 2001 order granting in part
and denying in part defendants' demurrer. On September 7, 2001, Plaintiffs filed
a fourth amended class and derivative action  complaint.  On September 12, 2001,
the Court denied Plaintiffs' motion for reconsideration. On October 5, 2001, the
General Partner and affiliated defendants filed a demurrer to the fourth amended
complaint,  which was heard on December 11, 2001. On February 2, 2002, the Court
served its order granting in part the demurrer.  The Court has dismissed without
leave  to amend  certain  of the  plaintiffs'  claims.  On  February  11,  2002,
plaintiffs  filed a motion seeking to certify a putative class  comprised of all
non-affiliated  persons  who own or have owned  units in the  partnerships.  The
General Partner and affiliated  defendants oppose the motion. On April 29, 2002,
the Court held a hearing on plaintiffs' motion for class  certification and took
the matter under submission after further briefing, as ordered by the court, was
submitted by the parties.  On July 10, 2002, the Court entered an order vacating
the trial date of  January  13,  2003 (as well as the  pre-trial  and  discovery
cut-off dates) and stayed the case in its entirety  through  November 7, 2002 so
that the parties could have an opportunity to discuss settlement. On October 30,
2002, the court entered an order  extending the stay in effect  through  January
10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action  described below. On April
4, 2003, the Court preliminarily approved the settlement and scheduled a hearing
on final approval for June 2, 2003.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the General Partner has also agreed to make a tender
offer to purchase all of the partnership  interests in the  Partnerships  within
one year of final approval,  if it is granted,  and to provide partners with the
independent  appraisals at the time of these  tenders.  The proposed  settlement
also  provides  for the  limitation  of the  allowable  costs which the Managing
General  Partner or its affiliates  will charge the  Partnerships  in connection
with this  litigation  and imposes limits on the class counsel fees and costs in
this litigation.  On April 11, 2003,  notice was distributed to limited partners
providing the details of the proposed settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the General Partner and affiliated defendants
moved to strike the first  amended  complaint in its entirety for  violating the
Court's  July 10, 2001 order  granting  in part and denying in part  defendants'
demurrer in the Nuanes action, or  alternatively,  to strike certain portions of
the  complaint  based on the statute of  limitations.  Other  defendants  in the
action demurred to the fourth amended complaint,  and,  alternatively,  moved to
strike the  complaint.  On December  11, 2001,  the court heard  argument on the
motions and took the matters under  submission.  On February 4, 2002,  the Court
served  notice of its order  granting  defendants'  motion to strike  the Heller
complaint  as a violation  of its July 10, 2001 order in the Nuanes  action.  On
March 27, 2002, the plaintiffs  filed a notice  appealing the order striking the
complaint.  Before completing briefing on the appeal, the parties stayed further
proceedings  in the  appeal  pending  the  Court's  review  of the  terms of the
proposed settlement described above.

The  General  Partner  does not  anticipate  that any costs to the  Partnership,
whether legal or settlement costs,  associated with these cases will be material
to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

ITEM 2. Management's  Discussion and Analysis Of Financial Condition and Results
of Operations

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  Actual  results may
differ  materially  from those described in the  forward-looking  statements and
will  be  affected  by  a  variety  of  risks  and  factors  including,  without
limitation:  national and local economic  conditions;  the terms of governmental
regulations that affect the Registrant and interpretations of those regulations;
the competitive  environment in which the Registrant operates;  financing risks,
including the risk that cash flows from  operations may be  insufficient to meet
required  payments of  principal  and  interest;  real estate  risks,  including
variations  of real  estate  values and the  general  economic  climate in local
markets and competition for tenants in such markets; and possible  environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

The Partnership's investment properties consist of six properties.  The Sterling
is a multiple-use facility which consists of an apartment complex and commercial
space.  The following  table sets forth the average  occupancy of the properties
for the three months ended March 31, 2003 and 2002:

                                                   Average Occupancy
      Property                                      2003       2002

      The Loft Apartments (2)                       81%        94%
        Raleigh, North Carolina
      The Sterling Apartment Homes                  91%        93%
      The Sterling Commerce Center (1)              54%        54%
        Philadelphia, Pennsylvania
      Silverado Apartments (2), (3)                 91%        96%
         El Paso, Texas
      The Knolls Apartments (2), (3)                82%        90%
         Colorado Springs, Colorado
      Indian Creek Village Apartments (4),(3)       91%        86%
         Overland Park, Kansas
      Tates Creek Village Apartments (3)            86%        86%
         Lexington, Kentucky

(1)   The General Partner  attributes the low occupancy at The Sterling Commerce
      Center  to  the  loss  of a  major  tenant  in  late  December  2001.  The
      Partnership  is  actively  seeking a tenant  to lease  the space  formerly
      occupied by this major tenant.

(2)   The General Partner  attributes the decrease in occupancy at The Loft, The
      Knolls,  and  Silverado  Apartments  to  the  competitive  market  of  the
      apartment industry in the properties' locations.

(3)   The Partnership  acquired these investment  properties through foreclosure
      during the third quarter of 2002 (see discussion below).

(4)   The General  Partner  attributes the increase in occupancy at Indian Creek
      Village Apartments to an increase in marketing outreach and promotions.

Results of Operations

The  Partnership's  net income for the three  months  ended  March 31,  2003 was
approximately  $177,000 compared to net income of approximately $142,000 for the
corresponding  period in 2002.  The  increase in net income for the three months
ended March 31, 2003 as  compared  to the three  months  ended March 31, 2002 is
primarily due to an increase in total revenues and equity income from investment
partially  offset by an increase in total  expenses.  Total  revenues  increased
primarily due to increases in rental income. Rental income increased largely due
to the  foreclosure  of four  properties  (Silverado,  The Knolls,  Indian Creek
Village, and Tates Creek Village Apartments) during August 2002. The Master Loan
matured in November 2000.  The General  Partner had been  negotiating  with CCEP
with respect to its options which included  foreclosing on the properties  which
collateralize  the Master Loan or extending  the terms of the loan.  The General
Partner  decided to foreclose on the properties  that  collateralize  the Master
Loan. The General Partner began the process of foreclosure or executing deeds in
lieu of  foreclosure  during the third quarter of 2002 on all the  properties in
CCEP.  During  August  2002,  the  General  Partner  executed  deeds  in lieu of
foreclosure on four of the active properties of CCEP. In addition,  one property
held by CCEP was sold during  December 2002 (see "CCEP Property  Operations" for
further  discussion).  The foreclosure  process on the remaining four properties
held by CCEP is  ongoing.  As the deeds are  executed,  title in the  properties
previously  owned by CCEP are  transferred  to the  Partnership,  subject to the
existing  liens on such  properties,  including the first mortgage  loans.  As a
result,  the  Partnership  assumed  responsibility  for the  operations  of such
properties during the third quarter of 2002. In addition, rental rates increased
at Sterling  Apartment  Homes.  These increases were partially offset by reduced
occupancy at The Loft Apartments and Sterling  Apartment Homes and increased bad
debt expense at The Sterling and The Loft Apartments.

The increase in equity income from  investment  for the three months ended March
31, 2003 is primarily due to the recognition of the  Partnership's  share of the
affiliated  Partnership's  earnings  on its  investment  balance  received  from
affiliated  partnerships due to the foreclosure on the four properties discussed
above.  The Partnership  assumed  investments in three  affiliated  partnerships
during the foreclosure of investment  properties  from CCEP as discussed  above.
These  investments  are  accounted  for  on the  equity  method  of  accounting.
Distributions from the affiliated  partnerships are accounted for as a reduction
of the investment  balance until the investment balance is reduced to zero. When
the  investment  balance  has been  reduced  to zero,  subsequent  distributions
received are recognized as income in the accompanying  statements of operations.
During  the  three  months  ended  March  31,  2003,  the  Partnership  received
distributions of approximately $258,000 from two of the affiliated partnerships,
of  which  approximately   $243,000  related  to  the  sale  of  a  property  in
Consolidated  Capital  Growth Fund. Of this amount,  approximately  $236,000 was
recognized as equity income in investment once the investment  balance allocated
to that  property  had been reduced to zero.  The  Partnership  also  recognized
equity income in investment of  approximately  $114,000 related to the sale of a
property in  Consolidated  Capital  Properties  IV. There were no  distributions
associated with this sale.


Exclusive of the operations of the foreclosed properties, expenses increased due
to  increases in operating  expenses  and general and  administrative  expenses.
Operating  expense  increased  primarily  due to an  increase  in  property  and
maintenance expenses.  Property expenses increased due to an increase in utility
expenses at The  Sterling  Apartment  Homes and  Commerce  Center and  increased
contract security patrol expenses at The Sterling  Commerce Center.  Maintenance
expenses increased due to an increase in contract services at Sterling Apartment
Homes and a  decrease  in the  capitalization  of certain  direct  and  indirect
project costs, primarily payroll related costs, at the properties.

General and  administrative  expense  increased for the three months ended March
31,  2003  due to an  increase  in  legal  expenses  due to  costs  incurred  in
connection  with the  foreclosure  mentioned  above.  Included  in  general  and
administrative  expenses  for the three months ended March 31, 2003 and 2002 are
costs of the  services  provided  by the  General  Partner as allowed  under the
Partnership  Agreement  associated with its management of the Partnership.  Also
included are costs associated with the quarterly and annual  communications with
investors  and  regulatory  agencies  and  the  annual  audit  required  by  the
Partnership Agreement.

As part of the ongoing  business plan of the  Partnership,  the General  Partner
monitors the rental market  environment of each of its investment  properties to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting  the  Partnership  from increases in expenses.  As part of
this plan,  the General  Partner  attempts to protect the  Partnership  from the
burden of  inflation-related  increases  in  expenses  by  increasing  rents and
maintaining a high overall  occupancy  level.  However,  due to changing  market
conditions,  which  can  result  in the use of  rental  concessions  and  rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  March  31,  2003,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $1,212,000 compared to approximately  $879,000 at March 31, 2002.
Cash and cash equivalents decreased approximately  $1,963,000 since December 31,
2002 due to  approximately  $2,263,000 and $82,000 of net cash used in financing
and  investing  activities,  respectively,  partially  offset  by  approximately
$382,000  of cash  provided  by  operating  activities.  Cash used in  financing
activities  consisted of distributions to partners,  principal  payments made on
the mortgages  encumbering  the  Registrant's  properties and lease  commissions
paid. Cash used in investing activities  consisted of property  improvements and
replacements   partially  offset  by  distributions   received  from  affiliated
partnerships,  principal  receipts on the Master Loan and net  withdrawals  from
escrow accounts maintained by the mortgage lenders.  The Partnership invests its
working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the various  properties  to  adequately  maintain  the
physical  assets and other  operating needs of the Registrant and to comply with
Federal, state, and local legal and regulatory requirements. The General Partner
monitors  developments  in the area of legal and  regulatory  compliance  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal and audit  fees.  Capital  improvements
planned for each of the Partnership's properties are detailed below.

The Loft

During  the  three  months  ended  March 31,  2003,  the  Partnership  completed
approximately  $21,000 of capital  improvements,  consisting  primarily of floor
covering and roof  replacements.  These  improvements were funded from operating
cash flow.  The  Partnership  evaluates  the  capital  improvement  needs of the
property  during  the year and  currently  expects  to  complete  an  additional
$161,000 in capital  improvements  during the remainder of 2003.  The additional
capital improvements will consist primarily of roof replacement,  floor covering
replacement,  and other building  improvements.  Additional  improvements may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

The Sterling

During  the  three  months  ended  March 31,  2003,  the  Partnership  completed
approximately  $41,000 of capital  improvements  consisting  primarily  of floor
covering  replacements and interior  decoration.  These improvements were funded
from operating cash flow and replacement reserves. The Partnership evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $120,000 in capital  improvements during the remainder
of 2003. The additional  capital  improvements  will consist  primarily of floor
covering and appliance replacements, HVAC replacement and heating and electrical
upgrades.  Additional  improvements  may be  considered  and will  depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

Silverado Apartments

During  the  three  months  ended  March 31,  2003,  the  Partnership  completed
approximately $14,000 of capital improvements at Silverado Apartments consisting
primarily of floor covering replacements, and other building improvements. These
improvements were funded from operating cash flow. The Partnership evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $625,000 in capital  improvements during the remainder
of 2003.  The  additional  capital  improvements  will consist  primarily of air
conditioning  renovations,   floor  covering  and  appliance  replacements,  and
exterior painting.  Additional improvements may be considered and will depend on
the  physical  condition  of the  property as well as  replacement  reserves and
anticipated cash flow generated by the property.

The Knolls Apartments

During  the  three  months  ended  March 31,  2003,  the  Partnership  completed
approximately   $206,000  of  capital  improvements  at  The  Knolls  Apartments
consisting  primarily of major  landscaping,  structural  improvements and floor
covering  and  appliance  replacements.  These  improvements  were  funded  from
operating cash flow. The Partnership  evaluates the capital improvement needs of
the property  during the year and  currently  expects to complete an  additional
$547,000 in capital  improvements  during the remainder of 2003.  The additional
capital  improvements  will consist primarily of retaining walls, new siding and
exterior painting, floor covering replacements, and other property improvements.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.

Indian Creek Village Apartments

During  the  three  months  ended  March 31,  2003,  the  Partnership  completed
approximately $37,000 of capital improvements at Indian Creek Village Apartments
consisting  primarily of floor covering  replacements.  These  improvements were
funded  from  operating  cash  flow.  The  Partnership   evaluates  the  capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $105,000 in capital  improvements during the remainder of
2003.  The  additional  capital  improvements  will  consist  primarily of floor
covering   replacements,   exterior  painting  and  air  conditioning  upgrades.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Tates Creek Village Apartments

During  the  three  months  ended  March 31,  2003,  the  Partnership  completed
approximately  $38,000 of capital improvements at Tates Creek Village Apartments
consisting  primarily of floor covering and air conditioning unit  replacements.
These  improvements  were  funded  from  operating  cash flow.  The  Partnership
evaluates  the capital  improvement  needs of the  property  during the year and
currently  expects to complete an  additional  $131,000 in capital  improvements
during the remainder of 2003. The additional  capital  improvements will consist
primarily of roof replacement,  floor covering and appliance  replacements,  air
conditioning unit replacements,  and replacement of the hot water heater holding
tank. Additional  improvements may be considered and will depend on the physical
condition of the property as well as replacement  reserve and  anticipated  cash
flow generated by the property.

The additional capital improvements at the Partnership's properties will be made
only to the extent of cash available from operations and  Partnership  reserves.
To the  extent  that such  budgeted  capital  improvements  are  completed,  the
Partnership's  distributable  cash flow,  if any, may be  adversely  affected at
least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive of capital improvements) of the Registrant. The mortgage indebtedness
of approximately $52,353,000 requires monthly payments of principal and interest
and balloon payments of approximately $3,903,000, $19,975,000 and $18,907,000 on
December 1, 2005,  October 1, 2008 and during  2010,  respectively.  The General
Partner will attempt to refinance such  indebtedness  and/or sell the properties
prior to such maturity dates. If the properties cannot be refinanced or sold for
a sufficient  amount,  the Partnership  may risk losing such properties  through
foreclosure.

The Partnership  distributed the following amounts during the three months ended
March 31, 2003 and 2002 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                     Three Months     Per Limited      Three Months     Per Limited
                        Ended         Partnership         Ended         Partnership
                    March 31, 2003        Unit        March 31, 2002        Unit

<S>                    <C>              <C>              <C>               <C>
Operations             $  362           $ 1.80           $  456            $ 2.27
Sale (1)                1,631             8.19               --                --
                       $1,993           $ 9.99           $  456            $ 2.27
</TABLE>

(1)   From the sale of Society Park  Apartments  owned by CCEP and received as a
      principal payment on the Master Loan.

The Registrant's cash available for distribution is reviewed on a monthly basis.
Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,  refinancings, and/or property sales. There can be no assurance that
the Partnership will generate  sufficient  funds from operations,  after planned
capital  improvement  expenditures,  to  permit  further  distributions  to  its
partners during the remainder of 2003 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 129,734.1 limited partnership units
in the Partnership  representing  65.18% of the  outstanding  Units at March 31,
2003. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the General  Partner.  As a result of its ownership of 65.18% of the outstanding
Units,  AIMCO is in a position to control all voting  decisions  with respect to
the  Registrant.  Although  the General  Partner  owes  fiduciary  duties to the
limited  partners of the  Partnership,  the General  Partner also owes fiduciary
duties to AIMCO as its sole stockholder.  As a result, the duties of the General
Partner,  as  managing  general  partner,  to the  Partnership  and its  limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to  make  estimates  and  assumptions.  The  Partnership  believes  that  of its
significant  accounting  policies,  the following may involve a higher degree of
judgment and complexity.

Impairment of Long-Lived Assets

Investment properties are recorded at cost less accumulated depreciation, unless
considered impaired,  and the investment properties foreclosed upon in the third
quarter  of 2002 are  recorded  at their  fair  market  value at the time of the
foreclosure.  If events or circumstances  indicate that the carrying amount of a
property  may be  impaired,  the  Partnership  will  make an  assessment  of its
recoverability  by  estimating  the  undiscounted  future cash flows,  excluding
interest charges, of the property.  If the carrying amount exceeds the aggregate
future cash flows,  the  Partnership  would  recognize an impairment loss to the
extent the carrying amount exceeds the fair value of the property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all  outstanding  balances over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

The Partnership  leases certain  commercial space to tenants under various lease
terms.  The leases are accounted for as operating leases in accordance with SFAS
No. 13,  "Accounting  for  Leases".  Some of the leases  contain  stated  rental
increases during their term. For leases with fixed rental  increases,  rents are
recognized on a straight-line  basis over the terms of the leases. For all other
leases, minimum rents are recognized over the terms of the leases.

Investment in Master Loan to Affiliates and Interest Income Recognition

The  investment  in the Master Loan is evaluated for  impairment  based upon the
fair value of the  collateral  properties as the collateral is the sole basis of
repayment of the loan. The fair value of the remaining collateral  properties is
based on the fair  market  value of  those  properties.  If the fair  value of a
collateral property increases or decreases for other than temporary  conditions,
then the allowance on the Master Loan is adjusted appropriately.

The  investment in the Master Loan is  considered to be impaired  under SFAS No.
114, "Accounting by Creditors for Impairment of a Loan". Due to this impairment,
interest income is recognized on the cash basis of accounting.

CCEP Property Operations

During  the  year  ended  December  31,  2002,  CCIP  foreclosed  on four of the
properties that collaterized the Master Loan (see "Item 1. Financial  Statements
- Note B" for further discussion).  During the third quarter of 2002, CCIP began
the process of foreclosure  or executing  deeds in lieu of  foreclosure.  During
August 2002, the General  Partner  executed deeds in lieu of foreclosure on four
of the active  properties  of CCEP.  In addition,  one property held by CCEP was
sold in December 2002. The foreclosure  process on the remaining four properties
held by CCEP is  ongoing.  As the deeds are  executed,  title in the  properties
previously  owned by CCEP are vested in CCIP,  subject to the existing  liens on
the properties including the first mortgage loans. When CCEP no longer has title
to any properties, it will be dissolved.

As a result of the decision to  liquidate,  CCEP changed its basis of accounting
for its  financial  statements at March 31, 2002,  to the  liquidation  basis of
accounting.  Consequently,  assets have been valued at estimated net  realizable
value and liabilities are presented at their estimated  settlement amounts.  The
valuation of assets and  liabilities  necessarily  requires  many  estimates and
assumptions  and  there  are  substantial  uncertainties  in  carrying  out  the
liquidation.  The actual  realization  of assets and  settlement of  liabilities
could be higher or lower than amounts  indicated and is based upon  estimates of
the  General  Partner  of CCEP  as of the  date  of the  consolidated  financial
statements.

During the period  from  January  1, 2003 to March 31,  2003,  the net change in
liabilities remained constant,  but was affected by an increase in cash and cash
equivalents,  tenant security  deposit  liabilities,  accrued property taxes and
Master Loan and interest  payable and decreases in other  liabilities,  mortgage
notes  payable  and  accounts  payable  due to the  foreclosure  of  four of the
investment  properties  held by CCEP as discussed in "Results of Operations" and
the sale of Society Park Apartments as discussed below.

On December 27, 2002, the Partnership sold Society Park  Apartments,  located in
Tampa,  Florida,  to an  unaffiliated  third  party  for net sales  proceeds  of
approximately  $1,631,000,  after payment of closing costs. The Partnership used
all of the  proceeds  from the sale of the  property to pay down the Master Loan
principal  as required by the Master Loan  Agreement.  In  conjunction  with the
sale,  a fee of  approximately  $218,000  was earned by the  General  Partner in
accordance  with the  Partnership  Agreement.  The fee was paid during the three
months ended March 31, 2003.

Item 3.     Quantitative and Qualitative Disclosures about Market Risk

The  Partnership  is exposed to market  risks  associated  with its Master Loan.
Receipts  (interest  income) on the Loan are based upon the  operations and cash
flow of the underlying investment properties that collateralize the Master Loan.
Both the income and expenses of operating the investment  properties are subject
to factors outside the Partnership's  control,  such as an oversupply of similar
properties resulting from overbuilding,  increases in unemployment or population
shifts, reduced availability of permanent mortgage financing,  changes in zoning
laws or changes in the patterns or needs of users. The investment properties are
also susceptible to the impact of economic and other  conditions  outside of the
control of the  Partnership  as well as being  affected by current trends in the
market area in which they operate.  In this regard,  the General  Partner of the
Partnership  closely monitors the performance of the properties  collateralizing
the loans.  Because the Master Loan is considered  impaired  under  Statement of
Financial  Accounting Standard No. 114,  "Accounting by Creditors for Impairment
of a Loan",  interest rate fluctuations do not affect the recognition of income,
as income is only recognized to the extent of cash flow. Therefore,  market risk
factors do not affect the  Partnership's  results of operations as it relates to
the Master Loan.

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents as well as interest paid on its
indebtedness.  As a policy,  the  Partnership  does not engage in speculative or
leveraged transactions,  nor does it hold or issue financial instruments for its
borrowing activities used to maintain liquidity and fund business operations. To
mitigate the impact of  fluctuations  in U.S.  interest  rates,  the Partnership
maintains  its debt as fixed rate in nature by borrowing  on a long-term  basis.
Based on  interest  rates at March 31,  2003,  a 100  basis  point  increase  or
decrease  in  market  interest  rates  would not have a  material  impact on the
Partnership.

The following table summarizes the  Partnership's  debt obligations at March 31,
2003. The interest rates represent the weighted-average rates. The fair value of
the debt obligations approximated the recorded value as of March 31, 2003.

                      Principal Amount by Expected Maturity

                                             Fixed Rate Debt
                           Long-term Average Interest
                               Debt             Rate 7.11%
                                              (in thousands)

                               2003            $    785
                               2004               1,119
                               2005               5,106
                               2006               1,211
                               2007               1,305
                            Thereafter           41,477
                              Total            $ 51,003

ITEM 4.     Controls and Procedures

The principal  executive officer and principal  financial officer of the General
Partner, who are the equivalent of the Partnership's principal executive officer
and  principal  financial  officer,  respectively,  have,  within 90 days of the
filing  date  of this  quarterly  report,  evaluated  the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

                           PART II - OTHER INFORMATION

ITEM 1.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its General Partner and several of
their  affiliated  partnerships and corporate  entities.  The action purports to
assert  claims on behalf of a class of  limited  partners  and  derivatively  on
behalf of a number of limited partnerships (including the Partnership) which are
named as nominal defendants, challenging, among other things, the acquisition of
interests in certain General Partner entities by Insignia  Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia;  past
tender offers by the Insignia  affiliates to acquire limited  partnership units;
management of the  partnerships  by the Insignia  affiliates;  and the series of
transactions  which  closed on October 1, 1998 and  February  26,  1999  whereby
Insignia and Insignia  Properties Trust,  respectively,  were merged into AIMCO.
The plaintiffs seek monetary damages and equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the General  Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs  filed an amended  complaint.  The General Partner filed demurrers to
the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended  complaint.  On May 14, 2001,  the Court heard the demurrer to the third
amended  complaint.  On July 10,  2001,  the Court  issued  an order  sustaining
defendants'  demurrer on certain grounds.  On July 20, 2001,  Plaintiffs filed a
motion for  reconsideration  of the Court's July 10, 2001 order granting in part
and denying in part defendants' demurrer. On September 7, 2001, Plaintiffs filed
a fourth amended class and derivative action  complaint.  On September 12, 2001,
the Court denied Plaintiffs' motion for reconsideration. On October 5, 2001, the
General Partner and affiliated defendants filed a demurrer to the fourth amended
complaint,  which was heard on December 11, 2001. On February 2, 2002, the Court
served its order granting in part the demurrer.  The Court has dismissed without
leave  to amend  certain  of the  plaintiffs'  claims.  On  February  11,  2002,
plaintiffs  filed a motion seeking to certify a putative class  comprised of all
non-affiliated  persons  who own or have owned  units in the  partnerships.  The
General Partner and affiliated  defendants oppose the motion. On April 29, 2002,
the Court held a hearing on plaintiffs' motion for class  certification and took
the matter under submission after further briefing, as ordered by the court, was
submitted by the parties.  On July 10, 2002, the Court entered an order vacating
the trial date of  January  13,  2003 (as well as the  pre-trial  and  discovery
cut-off dates) and stayed the case in its entirety  through  November 7, 2002 so
that the parties could have an opportunity to discuss settlement. On October 30,
2002, the court entered an order  extending the stay in effect  through  January
10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action  described below. On April
4, 2003, the Court preliminarily approved the settlement and scheduled a hearing
on final approval for June 2, 2003.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the General Partner has also agreed to make a tender
offer to purchase all of the partnership  interests in the  Partnerships  within
one year of final approval,  if it is granted,  and to provide partners with the
independent  appraisals at the time of these  tenders.  The proposed  settlement
also  provides  for the  limitation  of the  allowable  costs which the Managing
General  Partner or its affiliates  will charge the  Partnerships  in connection
with this  litigation  and imposes limits on the class counsel fees and costs in
this litigation.  On April 11, 2003,  notice was distributed to limited partners
providing the details of the proposed settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the General Partner and affiliated defendants
moved to strike the first  amended  complaint in its entirety for  violating the
Court's  July 10, 2001 order  granting  in part and denying in part  defendants'
demurrer in the Nuanes action, or  alternatively,  to strike certain portions of
the  complaint  based on the statute of  limitations.  Other  defendants  in the
action demurred to the fourth amended complaint,  and,  alternatively,  moved to
strike the  complaint.  On December  11, 2001,  the court heard  argument on the
motions and took the matters under  submission.  On February 4, 2002,  the Court
served  notice of its order  granting  defendants'  motion to strike  the Heller
complaint  as a violation  of its July 10, 2001 order in the Nuanes  action.  On
March 27, 2002, the plaintiffs  filed a notice  appealing the order striking the
complaint.  Before completing briefing on the appeal, the parties stayed further
proceedings  in the  appeal  pending  the  Court's  review  of the  terms of the
proposed settlement described above.

The  General  Partner  does not  anticipate  that any costs to the  Partnership,
whether legal or settlement costs,  associated with these cases will be material
to the Partnership's overall operations.

ITEM 6.     Exhibits and Reports on Form 8-K

            a) Exhibits:

                  S-K Reference
                        Number            Description

                        EXHIBIT           3.1     Certificate     of     Limited
                                          Partnership,   as   amended   to  date
                                          (Exhibit 3 to the Registrant's  Annual
                                          Report on Form 10-K for the year ended
                                          December  31,  1991,  is  incorporated
                                          herein by reference).


                        EXHIBIT           3.2 Agreement of Limited  Partnership,
                                          incorporated   by   reference  to  the
                                          Registration    Statement    of    the
                                          Registrant  (File No.  2-72384)  filed
                                          April 23, 1981, as amended to date.

                        EXHIBIT           3.3 Fee  Owner's  Limited  Partnership
                                          Agreement   dated  November  14,  1990
                                          (incorporated by reference to the 1990
                                          Annual Report).


                        EXHIBIT           99 Certification Pursuant to 18 U.S.C.
                                          Section 1350,  as Adopted  Pursuant to
                                          Section 906 of the  Sarbanes-Oxley Act
                                          of 2002.

                    EXHIBIT 99.1  Consolidated  Capital Equity  Partners,  L.P.,
                         unaudited  financial  statements  for the three  months
                         ended March 31, 2003 and 2002

            b) Reports  on Form 8-K filed  during the  quarter  ended  March 31,
                   2003:

                  Current  Report on Form 8-K dated December 27, 2002, and filed
                  January  13,  2003   disclosing   the  sale  of  Society  Park
                  Apartments to an unrelated party.

                                   SIGNATURES



Pursuant  to 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, thereunto duly authorized.


                                 CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES


                                 By:     CONCAP EQUITIES, INC.
                                         General Partner

                                    By: /s/Patrick J. Foye
                                        Patrick J. Foye
                                         Executive Vice President

                                     By: /s/Thomas C. Novosel
                                         Thomas C. Novosel
                                         Senior Vice President and
                                         Chief Accounting Officer

                                 Date:   May 15, 2003

                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1. I have reviewed this quarterly  report on Form 10-Q of  Consolidated  Capital
Institutional Properties;


2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 15, 2003

                               /s/Patrick J. Foye
                                 Patrick J. Foye
                                    Executive  Vice  President  of  ConCap
                                    Equities,  Inc., equivalent  of  the  chief
                                    executive officer of the Partnership

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1. I have reviewed this quarterly  report on Form 10-Q of  Consolidated  Capital
Institutional Properties;


2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 15, 2003

                              /s/Paul J. McAuliffe
                                Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer of ConCap   Equities,   Inc.,
                                    equivalent of the chief financial officer of
                                    the Partnership

Exhibit 99


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



In connection  with the Quarterly  Report on Form 10-Q of  Consolidated  Capital
Institutional  Properties (the  "Partnership"),  for the quarterly  period ended
March 31, 2003 as filed with the Securities and Exchange  Commission on the date
hereof (the "Report"), Patrick J. Foye, as the equivalent of the chief executive
officer of the  Partnership,  and Paul J.  McAuliffe,  as the  equivalent of the
chief financial officer of the Partnership,  each hereby certifies,  pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

      (1)   The Report fully  complies  with the  requirements  of Section 13(a)
            or 15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                   /s/Patrick J. Foye
                              Name: Patrick J. Foye
                               Date: May 15, 2003


                                   /s/Paul J. McAuliffe
                             Name: Paul J. McAuliffe
                               Date: May 15, 2003


This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002, be deemed filed by the  Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.


                                  EXHIBIT 99.1

                   CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.

                         UNAUDITED FINANCIAL STATEMENTS

                           FOR THE THREE MONTHS ENDED

                             March 31, 2003 and 2002

ITEM 1.     Financial Statements



                   CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
                   STATEMENT OF NET LIABILITIES IN LIQUIDATION
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>


                                                    March 31,          December 31,
                                                       2003                2002
Assets
<S>                                                  <C>                  <C>
  Cash and cash equivalents                          $ 1,031              $ 963
  Receivables and deposits                               196                 264
  Other assets                                            74                  90
  Investment properties                               38,500              38,500
                                                      39,801              39,817
Liabilities
  Accounts payable                                       191                 338
  Tenant security deposit liabilities                    295                 272
  Due to affiliates                                      908                 929
  Accrued property taxes                                 195                  --
  Other liabilities                                      536                 876
  Mortgage notes payable                              23,139              23,290
  Master Loan and interest payable                    14,537              14,112
                                                      39,801              39,817

Net liabilities in liquidation                         $ --                $ --

Note: The Statement of Net  Liabilities  in Liquidation at December 31, 2002 has
      been derived from the audited  financial  statements at that date but does
      not include  all the  information  and  footnotes  required  by  generally
      accepted accounting principles for complete financial statements.


                       See Accompanying Notes to Financial Statements
</TABLE>


                            Exhibit 99.1 (continued)

                   statement of changes in net liabilities in liquidation
                                 (in thousands)

                  Period from January 1, 2003 to March 31, 2003





Net liabilities in liquidation at December 31, 2002                    $     --

Changes in net liabilities in liquidation attributed to:
   Increase in cash and cash equivalents                                     68
   Decrease in receivables and deposits                                     (68)
   Decrease in other assets                                                 (16)
   Decrease in accounts payable                                             147
   Increase in tenant security deposit liabilities                          (23)
   Decrease in due to affiliates                                             21
   Increase in accrued taxes                                               (195)
   Decrease in other liabilities                                            340
   Decrease in mortgage notes payable                                       151
   Increase in Master Loan and interest payable                            (425)
Net liabilities in liquidation at March 31, 2003                       $     --

                       See Accompanying Notes to Financial Statements

                            EXHIBIT 99.1 (Continued)

                   CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
                             STATEMENT OF OPERATIONS
                                   (Unaudited)
                                 (in thousands)


                                                            Period from
                                                         January 1, 2002 to
                                                           March 31, 2002
                                                             (restated)
Revenues:
   Rental income                                            $  1,874
   Other income                                                  275
      Total revenues                                           2,149
Expenses:
   Operating                                                     898
   General and administrative                                    228
   Depreciation                                                  263
   Property taxes                                                167
   Interest                                                   12,252
      Total expenses                                          13,808

Loss from continuing operations                              (11,659)
Income from discontinued operations                              217

Net loss                                                    $(11,442)

Net loss allocated to general partner (1%)                  $   (114)
Net loss allocated to limited partners (99%)                 (11,328)
                                                            $(11,442)

                       See Accompanying Notes to Financial Statements

                            EXHIBIT 99.1 (Continued)

                   CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
                    STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)
                                 (in thousands)


                                      General        Limited
                                      Partners       Partners        Total

Partners' deficit at
   December 31, 2001                 $ (4,054)      $(401,304)    $(405,358)

Net loss for the three months
   ended March 31, 2002                  (114)        (11,328)       (11,442)

Partners' deficit
   at March 31, 2002                 $ (4,168)      $(412,632)     $(416,800)

Adjustment to liquidation basis
   (Note E)                                                          416,800

Net liabilities in liquidation
  at March 31, 2002                                               $      --


                       See Accompanying Notes to Financial Statements


                            EXHIBIT 99.1 (Continued)

                   CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
                            STATEMENT OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

                                                                 Period from
                                                              January 1, 2002 to
                                                                March 31,2002
Cash flows from operating activities:
  Net loss                                                         $(11,442)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation and amortization                                        604
   Change in accounts:
      Receivables and deposits                                           56
      Other assets                                                     (430)
      Accounts payable                                                   36
      Accrued property taxes                                            114
      Other liabilities                                                 163
      Accrued interest on Master Loan                                11,769
       Net cash provided by operating activities                        870

Cash flows from investing activities:
  Property improvements and replacements                               (617)
  Net deposits to restricted escrows                                    (10)

       Net cash used in investing activities                           (627)

Cash flows from financing activities:
  Principal payments on notes payable                                  (323)
  Loan costs paid                                                       (36)
       Net cash used in financing activities                           (359)

Net decrease in cash and cash equivalents                              (116)
Cash and cash equivalents at beginning of period                      1,321
Cash and cash equivalents at end of period                         $  1,205
Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $  1,068


                       See Accompanying Notes to Financial Statements

                   CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

On March 31, 2002, Consolidated Capital Equity Partners, L.P. ("the Partnership"
or  "CCEP")  adopted  the  liquidation  basis of  accounting  as a result of the
Partnership   receiving   notification  from  Consolidated   Capital  Investment
Partners,  L.P. ("CCIP"), the holder of the nonrecourse note ("Master Loan") and
a related  party,  of its intention to exercise its remedy under the Master Loan
agreement  and to foreclose or to execute a deed in lieu of  foreclosure  on the
investment  properties  held by the  Partnership.  The  Master  Loan  matured in
November 2000. The Partnership does not have the means to satisfy its obligation
under the Master  Loan.  No other  sources  of  additional  financing  have been
identified  by the  Partnership,  nor does ConCap  Holdings,  Inc. (the "General
Partner") have any other plans to remedy the liquidity  problems the Partnership
is  experiencing.  Upon completion of the foreclosures or execution of the deeds
in lieu of foreclosure,  the Partnership will cease to exist as a going concern,
and it will be dissolved.  The General Partner is ultimately  owned by Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment trust.

As a result of the  decision  to  liquidate  the  Partnership,  the  Partnership
changed its basis of accounting  for its  consolidated  financial  statements at
March 31, 2002, to the  liquidation  basis of accounting.  Consequently,  assets
have been valued at estimated net realizable value and liabilities are presented
at their estimated settlement amounts, including estimated costs associated with
completing  the   liquidation   and  estimated   operations  of  the  investment
properties.  The valuation of assets and liabilities requires many estimates and
assumptions.  There are substantial uncertainties in completing the liquidation.
The actual  realization of assets and settlement of liabilities  could be higher
or lower than  amounts  indicated  and is based upon  estimates  of the  General
Partner as of the date of the consolidated financial statements.

Note B - Master Loan and Accrued Interest Payable

The  General  Partner  had been in  negotiations  with CCIP with  respect to its
options  which  included  CCIP  foreclosing  on the  properties  in  CCEP  which
collateralize  the Master Loan or extending  the terms of the Master Loan.  CCIP
decided to foreclose on the properties  that  collaterize  the Master Loan. CCIP
began the process of  executing  deeds in lieu of  foreclosure  during the third
quarter of 2002 on all the  investment  properties  of the  Partnership.  During
August 2002 the General Partner executed deeds in lieu of foreclosure on four of
the active  properties of CCEP. In addition,  one of the properties  held by the
Partnership was sold in December 2002. The foreclosure  process on the remaining
four properties held by CCEP is ongoing. As the deeds are executed, title in the
properties  previously  owned by the Partnership are vested in CCIP,  subject to
the existing liens on the properties  including the first mortgage  loans.  As a
result, during the year ended December 31, 2002, CCIP assumed responsibility for
the operations of the foreclosed properties.  When the Partnership no longer has
title to any properties, it will be dissolved.

Until the process of  foreclosure  or executing  deeds in lieu of foreclosure on
all the properties currently held by CCEP is completed,  interest will accrue on
the Master Loan at a fluctuating rate per annum, adjusted annually on July 15 by
the percentage change in the U.S. Department of Commerce Implicit Price Deflator
for the Gross  National  Product,  subject to an interest rate ceiling of 12.5%.
Payments  are  currently  payable  quarterly  in an amount equal to "Excess Cash
Flow",  generally  defined in the Master  Loan as net cash flow from  operations
after third-party debt service and capital expenditures.  Any unpaid interest is
added to principal,  and compounded annually.  Any net proceeds from the sale or
refinancing of any of CCEP's  properties are paid to CCIP under the terms of the
Master Loan Agreement.

During the three months ended March 31, 2003, the  Partnership  paid a principal
payment on the Master  Loan of  approximately  $15,000.  No  Payments  were made
during the three months ended March 31, 2002.

Note C - Related Party Transactions

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for (i) certain  payments to affiliates for
services and (ii)  reimbursement of certain  expenses  incurred by affiliates on
behalf of the Partnership.

Affiliates of the General  Partner are entitled to receive 5% of gross  receipts
from the Partnership's  properties for providing property  management  services.
The Partnership paid to such affiliates  approximately $101,000 and $231,000 for
the three months ended March 31, 2003 and 2002, respectively,  which is included
in operating expenses and loss from discontinued operations.

The Partnership is also subject to an Investment  Advisory Agreement between the
Partnership and an affiliate of the General Partner. This agreement provides for
an annual fee, payable in monthly  installments,  to an affiliate of the General
Partner  for  advising  and  consulting  services  for  CCEP's  properties.  The
Partnership  paid to such  affiliates  approximately  $66,000 for both the three
month  periods  ended March 31, 2003 and 2002,  which is included in general and
administrative expenses.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses amounting to approximately $48,000 and $148,000 for the
three months ended March 31, 2003 and 2002,  respectively,  which is included in
general and administrative expenses and investment properties. Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate  of the General  Partner of  approximately  $3,000 and $39,000 for the
three  months  ended March 31,  2003 and 2002,  respectively.  The  construction
management  service fees are  calculated  based on a percentage  of current year
additions to investment properties.

In  connection  with the sale of Society Park in December  2002 the  Partnership
paid the General  Partner a fee of $218,000  during the three months ended March
31, 2003 as compensation for its role in the sale. This fee was included in gain
on sale of discontinued operations at December 31, 2002.

In addition to the compensation  and  reimbursements  described above,  interest
payments are made to and loan  advances are received  from CCIP  pursuant to the
Master Loan which is described more fully in the 2001 annual report.  There were
no interest payments made during the three months ended March 31, 2003 and 2002.

There were no advances on the Master  Loan during the three  months  ended March
31, 2003 or 2002. There were also no principal  payments made on the Master Loan
during the three months ended March 31,  2002. A $15,000  principal  payment was
made on the Master Loan during the three months ended March 31, 2003.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance policies obtained by AIMCO from insurers unaffiliated with the General
Partner. During 2003 and 2002, the Partnership's cost for insurance coverage and
fees  associated  with policy  claims  administration  provided by AIMCO and its
affiliates is approximately $103,000 and $155,000.

Note D - Sale of Property

On December 27, 2002, the Partnership sold Society Park  Apartments,  located in
Tampa,  Florida,  to an  unaffiliated  third  party  for net sales  proceeds  of
approximately  $1,631,000,  after payment of closing costs. The Partnership used
all of the  proceeds  from the sale of the  property to pay down the Master Loan
principal as required by the Master Loan Agreement.  The sale resulted in a gain
on sale of investment  property of approximately  $727,000.  In conjunction with
the sale, a fee of  approximately  $218,000 was earned by the General Partner in
accordance  with the  Partnership  Agreement.  The fee was paid during the three
months ended March 31, 2003.

Note E - Adjustment to Liquidation Basis of Accounting

At March 31, 2002,  in  accordance  with the  liquidation  basis of  accounting,
assets were adjusted to their  estimated net  realizable  value and  liabilities
were adjusted to their estimated  settlement amount. The net adjustment required
to  convert  to the  liquidation  basis  of  accounting  was a  decrease  in net
liabilities of approximately  $416,800,000 which is included in the Statement of
Changes in Partners' Deficit/Net Liabilities In Liquidation. The adjustments are
summarized as follows:

                                                                  Increase in
                                                                   Net Assets
                                                                 (in thousands)
 Adjustment of book value of property and
   improvements to estimated net realizable value                   $ 75,868
 Adjustment for estimated net realizable value of
   investment in affiliated partnerships                               1,371
 Adjustment of master loan and accrued interest to
   estimated settlement amount                                       341,159
 Adjustment of other assets and liabilities, net                      (1,598)
 Decrease in net liabilities                                        $416,800

Note F - Investment in Affiliated Partnerships

The Partnership had investments in the following affiliated partnerships:


<TABLE>
<CAPTION>

                                                     Ownership     Investment Balance
Partnership                    Type of Ownership     Percentage    at March 31, 2003

Consolidated Capital            Non-controlling
<S>                                                    <C>                <C>
  Growth Fund                   General Partner        0.40%              $ 40
Consolidated Capital            Non-controlling
  Properties III                General Partner        1.85%                 24
Consolidated Capital            Non-controlling
  Properties IV                 General Partner        1.85%                923
                                                                           $ 987
</TABLE>

Prior to the adoption of the  liquidation  basis of accounting,  the Partnership
did  not  recognize  an  investment  in  these  affiliated  partnerships  in its
consolidated  financial statements as these investment balances had been reduced
to  zero as a  result  of the  receipt  of  distributions  from  the  affiliated
partnerships  in  prior  periods   exceeding  the  investment   balance  of  the
Partnership.   However,  due  to  the  adoption  of  the  liquidation  basis  of
accounting,  the  investments in these  affiliated  partnerships  were valued at
their  estimated  fair value and included in the  Consolidated  Statement of Net
Liabilities  in  Liquidation.  During the year  ended  December  31,  2002 these
investments  were  assigned  to CCIP as part of the  foreclosure  process of the
assets of CCEP (see "Note B").