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 June 30, 2002


[ ] 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___

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>

                                                             June 30,    December 31,
                                                               2002          2001
                                                           (Unaudited)      (Note)
Assets
<S>                                                          <C>             <C>
   Cash and cash equivalents                                 $ 1,086         $ 922
   Receivables and deposits                                       363           488
   Restricted escrows                                             417           392
   Other assets                                                 1,007           604
   Investment in Master Loan to affiliate                      26,430        26,430
   Investment properties:
      Land                                                      3,564         3,564
      Building and related personal property                   39,760        39,658
                                                               43,324        43,222
      Less:  Accumulated depreciation                         (17,455)      (15,969)
                                                               25,869        27,253
                                                             $ 55,172      $ 56,089
Liabilities and Partners' Capital
Liabilities
   Accounts payable                                           $ 126          $ 126
   Tenant security deposit liabilities                            514           566
   Accrued property taxes                                          46            --
   Other liabilities                                              668           603
   Mortgage notes payable                                      26,285        26,457
                                                               27,639        27,752
Partners' Capital
   General partner                                                119            123
   Limited partners (199,045.2 units issued and
      outstanding)                                             27,414        28,214
                                                               27,533        28,337
                                                             $ 55,172      $ 56,089


Note: The balance  sheet at December  31, 2001 has been derived from the audited
      consolidated  financial  statements at that date, but does not include all
      the information and footnotes required by accounting  principles generally
      accepted in the United States 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       Six Months Ended
                                                 June 30,                June 30,
                                             2002        2001        2002        2001

<S>                                         <C>         <C>         <C>         <C>
Rental income                               $ 2,679     $ 2,797     $ 5,387     $ 5,602
Interest income on investment in
  Master Loan to affiliate                      386         804         386       2,704
Reduction of provision for impairment
  loss                                           --          --          --       3,176
Other income                                    184         233         405         503
        Total revenues                        3,249       3,834       6,178      11,985

Operating                                     1,127       1,308       2,372       2,612
General and administrative                      237         372         389         543
Depreciation                                    767         775       1,486       1,550
Interest                                        471         462         934         947
Property taxes                                  208         209         416         419
        Total expenses                        2,810       3,126       5,597       6,071

Net income                                  $   439     $   708     $   581     $ 5,914

Net income allocated to general
  partner (1%)                              $     4     $     7     $     6     $    59
Net income allocated to limited
  partners (99%)                                435         701         575       5,855

Net income                                  $   439     $   708     $   581     $ 5,914

Net income per limited partnership
  unit                                      $  2.19     $  3.52     $  2.89     $ 29.42

Distributions per limited
  partnership unit                          $  4.64     $ 16.53     $  6.91     $ 55.55

            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, 2000              199,045.2      $   118      $ 36,898    $ 37,016

Distributions to partners                   --          (33)      (11,057)    (11,090)

Net income for the six months
   ended June 30, 2001                      --           59         5,855       5,914

Partners' capital
   at June 30, 2001                  199,045.2      $   144      $ 31,696    $ 31,840

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

Distributions to partners                   --          (10)       (1,375)     (1,385)

Net income for the six months
   ended June 30, 2002                      --            6           575         581

Partners' capital at
   June 30, 2002                     199,045.2      $   119      $ 27,414    $ 27,533

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

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

<TABLE>
<CAPTION>

                                                                  Six Months Ended
                                                                        June 30,
                                                                  2002        2001
Cash flows from operating activities:
<S>                                                              <C>         <C>
  Net income                                                     $ 581       $ 5,914
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and amortization                                 1,514       1,615
     Reduction of provision for impairment loss                       --      (3,176)
     Change in accounts:
      Receivables and deposits                                       125         736
      Other assets                                                  (431)       (340)
      Accounts payable                                                --          84
      Tenant security deposit liabilities                            (52)        (27)
      Accrued property taxes                                          46          49
      Other liabilities                                               65        (126)
      Net cash provided by operating activities                    1,848       4,729

Cash flows from investing activities:
  Net (deposits to) receipts from restricted escrows                 (25)        139
  Property improvements and replacements                            (102)        (87)
  Principal receipts on Master Loan to affiliate                      --       7,484
      Net cash (used in) provided by investing activities           (127)      7,536

Cash flows from financing activities:
  Distributions to partners                                       (1,385)    (11,090)
  Payments on mortgage notes payable                                (172)       (143)
      Net cash used in financing activities                       (1,557)    (11,233)

Net increase in cash and cash equivalents                            164       1,032
Cash and cash equivalents at beginning of period                     922       2,036
Cash and cash equivalents at end of period                      $ 1,086      $ 3,068

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 905        $ 917

            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 a subsidiary of 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 six month  period
ended June 30, 2002 are not  necessarily  indicative  of the results that may be
expected for the fiscal year ending December 31, 2002. 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, 2001.

Segment Reporting: Statement of Financial Accounting Standards ("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 D" for
detailed disclosure of the Partnership's segments).

Reclassifications:   Certain  reclassifications  have  been  made  to  the  2001
information to conform to the 2002 presentation.  These reclassifications had no
impact on net income or partners' capital as previously reported.

Note B - 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 Registrant's properties for providing property management services. The
Registrant paid to such affiliates  approximately  $286,000 and $310,000 for the
six months  ended June 30,  2002 and 2001,  respectively,  which is  included in
operating expenses.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $225,000 and $251,000 for the
six months  ended June 30,  2002 and 2001,  respectively,  which is  included in
general administrative expenses.

Beginning in 2001, the  Partnership  began insuring 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 the six months ended June 30, 2002
and 2001, the Partnership was charged by AIMCO and its affiliates  approximately
$98,000 and $60,000,  respectively,  for insurance  coverage and fees associated
with policy claims administration.

Note C - Net Investment in Master Loan

The Partnership was 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"). The loans were made to, and the real
properties  that secure the Master Loan were purchased and are owned by CCEP. At
June 30, 2002,  the recorded  investment  in the Master Loan is 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 six months  ended June 30, 2002 and 2001,  the  Partnership
recorded approximately $386,000 and $2,704,000, respectively, of interest income
based upon  "Excess  Cash Flow"  generated  (as  defined in the terms of the New
Master Loan Agreement).

The fair value of all of the  collateral  properties  which on a combined  basis
secure  the  Master  Loan,  was  determined  by  obtaining  an  appraisal  by an
independent  third  party or by using  the net  operating  income  of all of the
collateral  properties  capitalized at a rate deemed  reasonable for the type of
property adjusted for market conditions, the physical condition of each property
and  other  factors  less the  value of the first  mortgage  loans  held on each
property which are superior to the Master Loan. 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.  The  approximate
$3,176,000  reduction in the provision for impairment loss recognized during the
six  months  ended  June  30,  2001  is  attributed  to an  increase  in the net
realizable value of the collateral properties and to the payment of principal of
the Master Loan from the sales proceeds of Magnolia Trace in January 2001. There
was no change in the provision for  impairment  loss during the six months ended
June 30, 2002.  The General  Partner  evaluates  the net  realizable  value on a
semi-annual basis or as circumstance dictate that it should be analyzed.

The  principal  balance  of the  Master  Loan  due to  the  Partnership  totaled
approximately $26,430,000 at June 30, 2002. Interest,  calculated on the accrual
basis,  due  to the  Partnership  pursuant  to the  terms  of  the  Master  Loan
Agreement,  but not recognized in the consolidated  statements of operations due
to the impairment of the loan, totaled approximately $23,528,000 and $18,446,000
for the six months ended June 30, 2002 and 2001,  respectively.  Interest income
is  recognized  on the cash basis as  required by SFAS 114. At June 30, 2002 and
December 31, 2001, such cumulative  unrecognized interest totaling approximately
$368,166,000  and $345,024,000 was not included in the balance of the investment
in Master Loan. In addition,  all of the collateral properties are encumbered by
first  mortgages  totaling  approximately  $54,184,000  which are  senior to the
Master  Loan.  Accordingly,  this  fact has been  taken  into  consideration  in
determining the fair value of the Master Loan.

During the six months ended June 30, 2002, the  Partnership  did not receive any
principal  payments  on the Master  Loan.  During the six months  ended June 30,
2001, the Partnership received approximately  $7,484,000,  in principal payments
on the Master Loan.  During the six months  ended June 30,  2001,  approximately
$5,987,000  was received  representing  net  proceeds  from the sale of Magnolia
Trace and approximately $1,425,000 was received representing additional proceeds
from  the  refinancing  of the  mortgages  encumbering  nine  of the  investment
properties  in 2000.  Approximately  $72,000 was received  during the six months
ended June 30, 2001  representing  cash received on certain  investments held by
CCEP,  which are required to be  transferred to the  Partnership  per the Master
Loan Agreement.

Terms of the Master Loan Agreement

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 second quarter
of 2002 on all the  properties in CCEP. As the deeds are executed,  title in the
properties  currently  owned by CCEP  will be  transferred  to the  Partnership,
subject to the existing liens on such  properties,  including the first mortgage
loans. As a result,  the Partnership will become  responsible for the operations
of such  properties.  Subsequent  to June 30, 2002 deeds in lieu of  foreclosure
were executed on four of the properties in CCEP.

Note D - 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 properties. The Partnership's residential property segment consist of
one apartment  complex located in North Carolina and one  multiple-use  facility
consisting of apartment units and commercial space located in Pennsylvania.  The
Partnership rents apartment units to tenants for terms that are typically twelve
months or less. The commercial property leases space to various medical offices,
various career services  facilities and a credit union at terms ranging from two
months to fifteen years.

Measurement of segment profit or loss:

The   Partnership   evaluates   performance   based  on  segment  profit  before
depreciation. The accounting policies of the reportable segments are the same as
those  described in the  Partnership's  Annual  Report on Form 10-K for the year
ended December 31, 2001.

Factors management used to identify the enterprise's reportable segment:

The  Partnership's  reportable  segments are  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 and six months ended June 30, 2002 and 2001 is
shown  in  the  tables  below  (in  thousands).   The  "Other"  column  includes
Partnership administration related items and income and expense not allocated to
the reportable segments.

<TABLE>
<CAPTION>

     For the three months ended
            June 30, 2002              Residential  Commercial    Other      Totals
<S>                                      <C>           <C>         <C>      <C>
Rental income                            $ 2,396       $ 283       $ --     $ 2,679
Other income                                 157           26          1        184
Interest income on investment
  in Master Loan                              --           --        386        386
Interest expense                             414           57         --        471
Depreciation                                 701           66         --        767
General and administrative expense            --           --        237        237
Segment profit                               392         (103)       150        439
</TABLE>


<TABLE>
<CAPTION>
      For the six months ended
            June 30, 2002              Residential  Commercial    Other      Totals
<S>                                      <C>           <C>         <C>      <C>
Rental income                            $ 4,841       $ 546       $ --     $ 5,387
Other income                                 348           55          2        405
Interest income on investment
   in Master Loan                             --           --        386        386
Interest expense                             820          114         --        934
Depreciation                               1,399           87         --      1,486
General and administrative expense            --           --        389        389
Segment profit                               765         (183)        (1)       581
Total assets                              27,158        1,187     26,827     55,172
Capital expenditures                          90           12         --        102
</TABLE>

<TABLE>
<CAPTION>

     For the three months ended
            June 30, 2001              Residential  Commercial    Other      Totals
<S>                                      <C>           <C>         <C>      <C>
Rental income                            $ 2,408       $ 389       $ --     $ 2,797
Other income                                 149           81          3        233
Interest income on investment
  in Master Loan                              --           --        804        804
Interest expense                             422           40         --        462
Depreciation                                 751           24         --        775
General and administrative expense            --           --        372        372
Segment profit                               199           74        435        708
</TABLE>

<TABLE>
<CAPTION>

      For the six months ended
            June 30, 2001              Residential  Commercial    Other      Totals
<S>                                      <C>           <C>         <C>      <C>
Rental income                            $ 4,815       $ 787       $ --     $ 5,602
Other income                                 339          160          4        503
Interest income on investment
   in Master Loan                             --           --      2,704      2,704
Reduction of provision for
  impairment loss                             --           --      3,176      3,176
Interest expense                             832          115         --        947
Depreciation                               1,503           47         --      1,550
General and administrative expense            --           --        543        543
Segment profit                               437          136      5,341      5,914
Total assets                              29,755        1,681     28,608     60,044
Capital expenditures                          62           25         --         87
</TABLE>

Note E - 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 order by the court, was
submitted by the parties.  On July 10, 2002, the Court entered an order vacating
the  current  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 can have an opportunity to discuss 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. The parties are currently in the midst of briefing that appeal.

The  General  Partner  does not  anticipate  that any  costs,  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.


<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The  matters  discussed  in  this  Form  10-Q  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in  this  Form  10-Q  and the  other  filings  with  the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the  Registrant's  business and results of  operations,  including
forward-looking  statements  pertaining  to such  matters,  does not  take  into
account the effects of any changes to the  Registrant's  business and results of
operations.  Accordingly,  actual  results  could differ  materially  from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

The  Partnership's  investment  properties  consist of two properties,  The Loft
Apartments  and  The  Sterling   Apartment   Homes  and  Commerce  Center  ("The
Sterling").  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 six months ended June 30, 2002 and
2001:

                                                   Average Occupancy
      Property                                      2002       2001

      The Loft Apartments                           92%        91%
        Raleigh, North Carolina

      The Sterling Apartment Homes                  91%        95%
      The Sterling Commerce Center                  55%        89%
        Philadelphia, Pennsylvania

The  decrease  in  occupancy  at  The  Sterling  Apartment  Homes  is due to the
competitive  market of the  apartment  industry in the  Philadelphia  area.  The
decrease in occupancy at The  Sterling  Commerce  Center is due to the loss of a
major tenant in December 2001. The  Partnership is actively  seeking a tenant to
lease the space formerly occupied by this major tenant.

Results of Operations

The  Partnership's  net  income  for the six  months  ended  June  30,  2002 was
approximately  $581,000  compared to net income of approximately  $5,914,000 for
the  corresponding  period  in 2001.  The  Partnership  recorded  net  income of
approximately  $439,000 for the three months ended June 30, 2002 compared to net
income of  approximately  $708,000  for the  corresponding  period in 2001.  The
decrease in net income for the six months ended June 30, 2002 as compared to the
six months ended June 30, 2001 is primarily due to the  $3,176,000  reduction of
the  provision  for  impairment  loss  on  the  investment  in the  Master  Loan
recognized  during  the six  months  ended  June 30,  2001,  and a  decrease  of
approximately  $2,318,000 in interest payments received and therefore recognized
on the  Master  Loan.  Interest  income on  investment  in  Master  Loan is only
recognized  to the extent that actual cash is  received.  The receipt of cash is
dependent  on the  corresponding  cash flow of the  properties  which secure the
Master Loan.  The reduction of the provision for  impairment  loss on the Master
Loan  was  recognized  due to an  increase  in the net  realizable  value of the
collateral  properties  and the payment of principal on the Master Loan from the
sales  proceeds of Magnolia Trace during the six months ended June 30, 2001. The
General  Partner  evaluates the net realizable  value on a semi-annual  basis or
when circumstances dictate that it should be analyzed.

Excluding the items related to the Master Loan, the Partnership's net income for
the six  months  ended June 30,  2002 and 2001 was  approximately  $195,000  and
$34,000,  respectively.  For the three months ended June 30, 2002 and 2001,  the
Partnership  had  net  income  of  approximately  $53,000  and  a  net  loss  of
approximately  $96,000,  respectively.  The increase in income for the three and
six month  periods  ended June 30, 2002 is due to a decrease  in total  expenses
which more than offset a decrease in total revenues.

The decrease in total  revenues is due to decreases in rental and other  income.
The decrease in rental revenue is due to a decrease in occupancy at The Sterling
Commerce  Center and The  Sterling  Apartment  Homes and a  decrease  in average
rental rates at The Loft Apartments. This was partially offset by an increase in
occupancy at The Loft  Apartments and an increase in average rental rates at The
Sterling Commerce Center and The Sterling Apartment Homes. The decrease in other
income is due to a decrease in interest income as a result of lower average cash
balances in interest bearing accounts and decreases in cleaning and damage fees,
corporate  housing revenue and parking income partially offset by an increase in
vending income at The Sterling Apartment Homes.

Total expenses decreased for the three and six month periods ended June 30, 2002
due to  decreases  in  operating,  depreciation  and general and  administrative
expenses.  Operating expenses  decreased  primarily due to a decrease in utility
and  maintenance  expenses  at The  Sterling  Commerce  Center and The  Sterling
Apartment Homes.  These decreases were partially  offset by increased  insurance
expense  at The  Sterling  Apartment  Homes and  Commerce  Center.  Depreciation
expense  decreased due to capital  improvements and replacements  becoming fully
depreciated  during  the  past  year at The  Sterling  Commerce  Center  and The
Sterling Apartment Homes.

General  and  administrative  expenses  decreased  for the  three  and six month
periods ended June 30, 2002 due to a business  privilege tax paid to the city of
Philadelphia during the six months ended June 30, 2001, increased legal fees and
a decrease in the costs of services included in the management reimbursements to
the General  Partner  allowed under the  Partnership  Agreement.  In addition to
these   reimbursements,   costs   associated   with  the  quarterly  and  annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement are also included.

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 June 30, 2002, the Partnership had cash and cash equivalents of approximately
$1,086,000 compared to approximately  $3,068,000 at June 30, 2001. Cash and cash
equivalents  increased  approximately  $164,000  since  December 31, 2001 due to
approximately  $1,848,000  of cash  provided by operating  activities  partially
offset by  approximately  $1,557,000  and $127,000 of net cash used in financing
and  investing  activities,  respectively.  Cash  used in  investing  activities
consisted of property  improvements  and  replacement and net deposits to escrow
accounts maintained by the mortgage lenders.  Cash used in financing  activities
consisted  of  distributions  to partners  and  principal  payments  made on the
mortgages  encumbering the Registrant's  properties.  The Registrant 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  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state,  and  local,  legal and  regulatory  requirements.  Capital  improvements
planned for each of the Registrant's properties are detailed below.

The Loft

The Partnership budgeted  approximately $109,000 for capital improvements during
2002 consisting of floor covering  replacements,  water submetering and swimming
pool  improvements.  During the six months ended June 30, 2002, the  Partnership
completed approximately $49,000 of capital improvements, consisting primarily of
floor covering  replacements and swimming pool improvements.  These improvements
were  funded  from  operating  cash flow and  replacement  reserves.  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

The  Partnership  budgeted  approximately  $1,670,000  for capital  improvements
during 2002 consisting  primarily of window replacement and, to a lesser extent,
appliance and floor covering replacements.  During the six months ended June 30,
2002, the Partnership  completed  approximately  $53,000 of capital improvements
consisting  primarily of parking area resurfacing,  floor covering  replacements
and office  computers.  These  improvements were funded from operating cash flow
and replacement  reserves.  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 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
Registrant's distributable cash flow, if any, may be adversely affected at least
in the short term.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness of approximately $26,285,000 requires monthly payments of principal
and interest and balloon payments of approximately $3,903,000 and $19,975,000 on
December 1, 2005 and October 1, 2008,  respectively.  The General  Partner  will
attempt to refinance such indebtedness  and/or sell the properties prior to such
maturity date. If the  properties  cannot be refinanced or sold for a sufficient
amount, the Registrant may risk losing such properties through foreclosure.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2002 and 2001 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                      Six Months      Per Limited       Six Months      Per Limited
                        Ended         Partnership         Ended         Partnership
                    June 30, 2002         Unit        June 30, 2001         Unit

<S>                    <C>              <C>              <C>               <C>
Operations             $  999           $ 4.97           $ 3,323           $16.53
Surplus (1)               386             1.94             7,767            39.02
                       $1,385           $ 6.91           $11,090           $55.55
</TABLE>

(1)   Consists of receipt of principal and interest  payments on the Master Loan
      from operations of the collateral properties.

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 2002 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 129,498 limited  partnership  units
(the "Units") in the Partnership representing 65.06% of the outstanding Units at
June 30, 2002. 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. In this
regard, on June 25, 2002, a tender offer by AIMCO  Properties,  L.P., to acquire
any and all of the units not owned by affiliates  of AIMCO for a purchase  price
of $166.00 per unit expired.  Pursuant to this offer, AIMCO acquired 2,859 units
during  the  quarter  ended  June 30,  2002.  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 Managing General Partner.
As a result of its ownership of 65.06% 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 owed fiduciary duties to AIMCO as its
sole Stockholder.  As a result,  the duties of the General Partner,  as managing
general  partner,  to the  Partnerships  and its limited  partners may come into
conflict  with  the  duties  of  the  General  Partner  to  AIMCO,  as  it  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.  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. 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.

CCEP Property Operations

CCIP has decided to  foreclose on the  properties  that  collaterize  the Master
Loan.  During the six  months  ended June 30,  2002,  CCIP began the  process of
foreclosure  or  executing  deeds  in  lieu of  foreclosure.  As the  deeds  are
executed,  title in the  properties  currently  owned by CCEP  will be vested in
CCIP,  subject  to the  existing  liens on the  properties  including  the first
mortgage  loans.  Subsequent to June 30, 2002 deeds in lieu of foreclosure  were
executed on four of the properties in CCEP. When CCEP no longer has title to the
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 three  months  ended  June 30,  2002,  the change in net  liabilities
remained constant, but was affected by an increase in cash and cash equivalents,
receivables and deposits, and the Master Loan and interest. The increase in cash
and cash  equivalents  is primarily due to the operating  cash  generated by the
Partnership's investment properties. The increase in receivables and deposits is
primarily due to increase in tenant  receivables at several of the Partnership's
investment  properties.  The  increase in the Master Loan is due to increases in
interest payable due on the Master Loan.

During the six months ended June 30, 2001, CCEP paid approximately $7,484,000 in
principal  payments on the Master Loan.  These  amounts were paid from the sales
proceeds of one of CCEP's  investment  properties and on certain  investments by
CCEP,  which are required to be  transferred to the  Partnership  per the Master
Loan Agreement. No principal payments were made during the six months ended June
30, 2002.

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 Loan. Based upon the fact that 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 June 30, 2002, 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 June 30,
2002. The interest rates represent the weighted-average rates. The fair value of
the debt obligations approximated the recorded value as of June 30, 2002.

                      Principal Amount by Expected Maturity

                                             Fixed Rate Debt
                           Long-term Average Interest
                               Debt             Rate 6.80%
                                              (in thousands)

                               2002            $    174
                               2003                 371
                               2004                 393
                               2005               4,320
                               2006                 362
                            Thereafter           20,665
                              Total            $ 26,285

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative  unitholders 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 order by the court, was
submitted by the parties.  On July 10, 2002, the Court entered an order vacating
the  current  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 can have an opportunity to discuss 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. The parties are currently in the midst of briefing that appeal.

The  General  Partner  does not  anticipate  that any  costs,  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 of Chief Executive Officer and Chief Financial Officer

EXHIBIT 99.1 Consolidated  Capital Equity Partners,  L.P.,  unaudited  financial
     statements for the six months ended June 30, 2002 and 2001.

            b.  Reports on Form 8-K during the quarter ended June 30, 2002:

                        None.

                                   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: August 14, 2002


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
June 30, 2002 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:  August 14, 2002


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 14, 2002


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.


<PAGE>








                                  EXHIBIT 99.1

                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.


                    UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                            FOR THE SIX MONTHS ENDED

                             June 30, 2002 and 2001

<PAGE>



                                        1
                            EXHIBIT 99.1 (Continued)

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS
a)
                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
              CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
                                   (Unaudited)
                                   (in thousands)

                                  June 30, 2002



Assets
  Cash and cash equivalents                                      $ 1,364
  Receivables and deposits                                           302
  Restricted escrows                                                 516
  Other assets                                                       231
  Investment in affiliated partnerships (Note F)                   1,371
  Investment properties                                           94,660
                                                                  98,444
Liabilities
  Accounts payable                                                   172
  Tenant security deposit liabilities                                444
  Accrued property taxes                                             667
  Other liabilities                                                  551
  Mortgage notes payable                                          54,184
  Master Loan and interest payable                                42,426
                                                                  98,444

Net liabilities in liquidation                                     $ --
<PAGE>


            See Accompanying Notes to Consolidated Financial Statements

                            EXHIBIT 99.1 (Continued)


b)
                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
                           CONSOLIDATED BALANCE SHEET
                                   (in thousands)

                                                          December 31,
                                                              2001
                                                             (Note)
Assets
   Cash and cash equivalents                               $  1,321
   Receivables and deposits                                     280
   Restricted escrows                                           615
   Other assets                                               1,514
   Investment properties:
      Land                                                    6,904
      Building and related personal property                 80,399
                                                             87,303
      Less accumulated depreciation                         (68,315)
                                                             18,988
                                                          $  22,718
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                       $     527
   Tenant security deposit liabilities                          440
   Accrued property taxes                                       256
   Other liabilities                                            564
   Mortgage notes                                            54,834
   Master loan and interest payable (Note C)                371,455
                                                            428,076
Partners' Deficit
   General partner                                           (4,054)
   Limited partners                                        (401,304)
                                                           (405,358)
                                                          $  22,718






Note: The balance  sheet at December  31, 2001 has been derived from the audited
      consolidated  financial  statements at that date, but does not include all
      the information and footnotes  required by generally  accepted  accounting
      principles for complete financial statements.


<PAGE>




            See Accompanying Notes to Consolidated Financial Statements

                            EXHIBIT 99.1 (Continued)
c)
                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                   (in thousands)

<TABLE>
<CAPTION>

                                                       Three Months           Six Months
                                                           Ended                Ended
                                                  March 31,     June 30,       June 30,
                                                    2002          2001           2001
                                                               (restated)     (restated)
Revenues:
<S>                                              <C>           <C>           <C>
   Rental income                                 $  3,877      $  4,201      $  8,324
   Other income                                       494           472           894
      Total revenues                                4,371         4,673         9,218
Expenses:
   Operating                                        1,839         1,915         3,755
   General and administrative                         228           209           393
   Depreciation                                       564         1,040         2,060
   Property taxes                                     307           301           595
   Interest                                        12,875        11,640        23,417
      Total expenses                               15,813        15,105        30,220

Loss from continuing operations                   (11,442)      (10,432)      (21,002)
Loss from discontinued operations                      --            --           (35)
Gain on sale of discontinued
   operations (Note D)                                 --            --         4,377

Net loss                                         $(11,442)     $(10,432)     $(16,660)

Net loss allocated to general partner (1%)       $   (114)     $   (104)     $   (167)
Net loss allocated to limited partners (99%)      (11,328)      (10,328)      (16,493)
                                                 $(11,442)     $(10,432)     $(16,660)


<PAGE>


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


d)


                            Exhibit 99.1 (continued)

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

                        Three Months Ended June 30, 2002








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

Changes in net liabilities in liquidation attributed to:
   Increase in cash and cash equivalents                                    159
   Increase in receivables and deposits                                      78
   Decrease in restricted escrows                                          (109)
   Decrease in other assets                                                (111)
   Decrease in accounts payable                                             142
   Increase in tenant security deposit liabilities                           (4)
   Increase in accrued taxes                                               (297)
   Decrease in other liabilities                                            176
   Decrease in mortgage notes payable                                       327
   Increase in Master Loan and interest payable                            (361)
Net liabilities in liquidation at June 30, 2002                        $     --




<PAGE>


            See Accompanying Notes to Consolidated Financial Statements

                                        5


                            EXHIBIT 99.1 (Continued)
e)

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


                                      General        Limited
                                      Partners       Partners        Total

Partners' deficit at
   December 31, 2000                 $ (3,685)      $(364,783)    $(368,468)

Net loss for the six months
   ended June 30, 2001                   (167)        (16,493)       (16,660)

Partners' deficit
   at June 30, 2001                  $ (3,852)      $(381,276)     $(385,128)

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
  of June 30, 2002                                                $      --


<PAGE>


            See Accompanying Notes to Consolidated Financial Statements

                            EXHIBIT 99.1 (Continued)
f)
                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (in thousands)

<TABLE>
<CAPTION>

                                                              Three Months Six Months
                                                                 Ended        Ended
                                                               March 31,    June 30,
                                                                  2002        2001
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net loss                                                      $(11,442)    $(16,660)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation and amortization                                     604        2,178
   Gain on sale of discontinued operations                            --       (4,377)
   Change in accounts:
      Receivables and deposits                                        56           94
      Other assets                                                  (430)         (34)
      Accounts payable                                                36         (206)
      Tenant security deposit liabilities                             --            2
      Accrued property taxes                                         114          351
      Other liabilities                                              163          394
      Accrued interest on Master Loan                             11,769       18,446
       Net cash provided by operating activities                     870          188

Cash flows from investing activities:
  Property improvements and replacements                            (617)      (1,324)
  Proceeds from sale of investment property                           --        6,019
  Net deposits to restricted escrows                                 (10)         (75)

       Net cash (used in) provided by investing activities          (627)       4,620

Cash flows from financing activities:
  Principal payments on Master Loan                                   --       (7,484)
  Principal payments on notes payable                               (323)        (601)
  Loan costs paid                                                    (36)         (89)
       Net cash used in financing activities                        (359)      (8,174)

Net decrease in cash and cash equivalents                           (116)      (3,366)
Cash and cash equivalents at beginning of period                   1,321        5,894
Cash and cash equivalents at end of period                      $  1,205     $  2,528
Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $  1,068     $  5,521
<PAGE>


           See Accompanying Notes to Consolidated Financial Statements
</TABLE>

g)

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


Note A - Going Concern

On March 31, 2002, Consolidated Capital Equity Partners, L.P. ("the Partnership"
or "CCEP")  adopted the  liquidation  basis of accounting due to 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.  Subsequent  to June 30, 2002 deeds in lieu of  foreclosure  were
executed on four of the  properties in CCEP.  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
Partners as of the date of the consolidated financial statements.

Note B - 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 $458,000 and $465,000 for
the six months ended June 30, 2002 and 2001, 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  $115,000 for each of the six
month  periods  ended June 30,  2002 and 2001,  which is included in general and
administrative expenses.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $264,000 and $232,000 for the
six months  ended June 30,  2002 and 2001,  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  $47,000 and $30,000 for the
six  months  ended  June  30,  2002 and  2001,  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 Magnolia Trace in January 2001, the  Partnership
paid the General Partner a fee of $206,000 in  compensation  for its role in the
sale.  This  Partnership  fee is  included  in  gain  on  sale  of  discontinued
operations.

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.  Such
interest  payments  totaled  approximately  $386,000 and  $2,704,000 for the six
months ended June 30, 2002 and 2001, respectively.

There were no advances  on the Master Loan during the six months  ended June 30,
2002 or 2001. During the six months ended June 30, 2001 CCEP paid  approximately
$7,484,000  to CCIP as  principal  payments  on the Master  Loan.  There were no
principal  payments made on the Master Loan during the six months ended June 30,
2002.

Beginning in 2001, the  Partnership  began insuring 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 the six months ended June 30, 2002
and 2001, the Partnership was charged by AIMCO and its affiliates  approximately
$224,000 and $259,000,  respectively, for insurance coverage and fees associated
with policy claims administration.

Note C - Master Loan and Accrued Interest Payable

Prior to the adjustments for the  liquidation  basis,  the Master Loan principal
and accrued  interest  payable  balances at June 30, 2002 and December 31, 2001,
are approximately $394,597,000 and $371,455,000, respectively.

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.

The  General  Partner  has been in  negotiations  with CCIP with  respect to its
options  which  include  CCIP  foreclosing  on  the  properties  in  CCEP  which
collateralize  the Master Loan or extending  the terms of the Master Loan.  CCIP
has decided to foreclose on the  properties  that  collaterize  the Master Loan.
CCIP began the  process of  executing  deeds in lieu of  foreclosure  during the
second quarter of 2002 on all the investment  properties of the Partnership.  As
the  deeds  are  executed,  title  in  the  properties  currently  owned  by the
Partnership  will be  vested  in  CCIP,  subject  to the  existing  liens on the
properties including the first mortgage loans. Subsequent to June 30, 2002 deeds
in lieu of foreclosure were executed on four of the properties in CCEP. When the
Partnership no longer has title to the properties, it will be dissolved.

During  the six  months  ended June 30,  2002,  CCEP did not make any  principal
payments on the Master Loan to CCIP.  During the six months ended June 30, 2001,
CCEP paid  approximately  $7,484,000 to CCIP as principal payments on the Master
Loan.  There were no advances  on the Master Loan for the six months  ended June
30, 2002 or 2001.

Note D - Sale of Property

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived Assets", which established standards for the way that public business
enterprises  report  information  about long-lived  assets that are either being
held for sale or have  already  been  disposed  of by sale or other  means.  The
standard  requires  that results of  operations  for a long-lived  asset that is
being  held  for  sale  or  has  already  been  disposed  of  be  reported  as a
discontinued  operation  on  the  statement  of  operations.  As a  result,  the
accompanying  consolidated  statements  of  operations  have been restated as of
January  1,  2001 to  reflect  the  operations  of  Magnolia  Trace as loss from
discontinued  operations.  The Partnership  recognized a loss from  discontinued
operations  for the six months ended June 30, 2001 of  approximately  $35,000 on
revenues of approximately $39,000.

On January 19, 2001,  the  Partnership  sold  Magnolia  Trace,  located in Baton
Rouge,  Louisiana,  to an  unaffiliated  third  party for net sales  proceeds of
approximately  $6,019,000,  after payment of closing costs. The Partnership used
all of the  proceeds  from the sale of the  property  as a payment on the Master
Loan principal as required by the Master Loan Agreement.  The sale resulted in a
gain  on  sale  of  discontinued  operations  of  approximately  $4,377,000.  In
conjunction  with the  sale,  a fee of  approximately  $206,000  was paid to the
General Partner in accordance with the Partnership Agreement.

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


<PAGE>



Note F - Investment in Affiliated Partnerships

The Partnership has investments in the following affiliated partnerships:

<TABLE>
<CAPTION>

                                                                        Estimated
                                                      Ownership       Net Realizable
Partnership                    Type of Ownership      Percentage          Value

Consolidated Capital            Non-controlling
<S>                                                     <C>                <C>
  Growth Fund                   General Partner         0.40%              $ 47
Consolidated Capital            Non-controlling
  Properties III                General Partner         1.85%                 27
Consolidated Capital            Non-controlling
  Properties IV                 General Partner         1.85%              1,297
                                                                          $1,371
</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 have been valued at
their  estimated  fair value and included in the  Consolidated  Statement of Net
Liabilities in Liquidation as of June 30, 2002.